IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

In re GROUPON, INC. SECURITIES 

LITIGATION 

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Master File No. 12 C 2450 

CLASS ACTION

Hon. Charles R. Norgle 

This Document Relates To: 

 ALL ACTIONS. 

DEFENDANTS’ JOINT MOTION REQUESTING 

THE COURT TO CONSIDER THEIR RESPONSES TO 

PLAINTIFF’S SURREPLY WHEN ADJUDICATING THEIR MOTIONS TO DISMISS

 The Groupon Defendants and the Underwriter Defendants (collectively, “Defendants”),1

by their attorneys, respectfully request that the Court consider the substantive arguments in their 

responses to Plaintiff’s surreply when adjudicating Defendants’ motions to dismiss Plaintiff’s 

Consolidated Amended Class Action Complaint. In support of this motion, Defendants state as 

follows: 

1. Plaintiff filed his Consolidated Amended Class Action Complaint (Doc. 

#125, the “CAC”), on October 29, 2012. 

2. Pursuant to the Court’s scheduling order, Defendants filed their respective 

motions to dismiss the CAC on January 18, 2013 (Doc. #s 131 and 134, the “Motions to 

Dismiss”), Plaintiff filed his brief in opposition to the Motions to Dismiss on March 19, 

 

1 The Groupon Defendants include Groupon Inc., Jason Child, Joseph M. Del Preto, Kevin Efrusy, Eric 

P. Lefkofsky, Theodore J. Leonsis, Andrew D. Mason, and Howard Schultz. The Underwriter 

Defendants include Morgan Stanley & Co. LLC, Goldman, Sachs & Co., and Credit Suisse Securities 

(USA) LLC. 

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2013 (Doc. #138), and Defendants filed their replies in further support of their Motions to 

Dismiss on April 22, 2013 (Doc. #s 139 and 140). 

3. On April 26, 2013, Plaintiff filed a motion requesting leave to file 

instanter a surreply in further opposition to the Motions to Dismiss (Doc. #141, the 

“Motion for Leave to File Surreply”), which attached as an exhibit a proposed surreply 

(Doc. #141-1, the “Surreply”). Plaintiff’s Motion for Leave to File Surreply was noticed 

to be presented to the Court on May 3, 2013 (the “Presentment Date”). 

4. On May 1, 2013, Defendants filed responses in opposition to Plaintiff’s 

Motion for Leave to File Surreply. The Groupon Defendants’ response in opposition to 

the Motion for Leave to File Surreply (Doc. #143, the “Surreply Opposition”) included 

pertinent authority supporting Defendants’ argument that the Court should not grant 

Plaintiff’s Motion for Leave to File Surreply as well as an exhibit containing the Groupon 

Defendants’ substantive rebuttals to the Surreply’s arguments (Doc. #143-1, the “Surreply 

Rebuttal”). Also on May 1, 2013, the Underwriter Defendants joined in the Groupon 

Defendants’ opposition to the Motion for Leave to File Surreply and responded to 

Plaintiff’s sole argument unique to the Underwriter Defendants (Doc. #144, the 

“Joinder”). Pursuant to local rule, Defendants delivered courtesy copies of the Surreply 

Opposition, the Surreply Rebuttal, and the Joinder (collectively, the “Surreply 

Responses”) to the Court’s chambers the following day, on May 2, 2013. 

5. In a Minute Order dated May 2, 2013 (Doc. #145), the Court granted 

Plaintiff’s Motion for Leave to File Surreply and informed the parties that their 

appearance before the Court was not required on the Presentment Date. The Minute 

Order did not reference the Surreply Responses and it did not indicate whether the Court 

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would consider those documents in adjudicating Defendants’ pending Motions to 

Dismiss. 

6. Defendants believe the Court would benefit from considering the Surreply 

Responses in adjudicating their respective Motions to Dismiss. 

WHEREFORE, Defendants respectfully request that the Court consider the substantive 

arguments presented in their Surreply Responses (Doc. #s 143, 143-1, and 144) in adjudicating 

their Motions to Dismiss (Doc. #s 131 and 134) and that the Surreply Responses be included in 

the record supporting Defendants’ Motions to Dismiss. 

Dated: May 6, 2013 

Groupon, Inc., Jason Child, Joseph M. Del Preto, 

Kevin Efrusy, Eric P. Lefkofsky, Theodore J. 

Leonsis, Andrew D. Mason, and Howard Schultz 

By: /s/ Howard S. Suskin

Respectfully submitted, 

Morgan Stanley & Co. LLC, Goldman, 

Sachs & Co., and Credit Suisse Securities 

(USA) LLC 

By: /s/ Kevin B. Duff (with consent) 

 One of Their Attorneys One of Their Attorneys 

Anton R. Valukas (Illinois Bar #2883678) 

Elizabeth A. Coleman (Illinois Bar #6236597) 

Howard S. Suskin (Illinois Bar #6185999) 

Marc D. Sokol (Illinois Bar #6276263) 

JENNER & BLOCK LLP 

353 N. Clark Street 

Chicago, IL 60654-3456 

Phone: (312) 222-9350 

Facsimile: (312) 527-0484 

Attorneys for the Groupon Defendants 

Kevin B. Duff 

Michael Rachlis 

RACHLIS DURHAM DUFF 

 ADLER & PEEL, LLC 

542 South Dearborn Street, Suite 900 

Chicago, IL 60605 

(312) 733-3950 

Jonathan Rosenberg 

William J. Sushon 

Allen Burton 

Edward Moss 

O’MELVENY & MYERS LLP 

7 Times Square 

New York, NY 10036 

(212) 326-2000 

Attorneys for the Underwriter Defendants

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