EXHIBIT A

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 

x 

IN RE MEDCO HEALTH SOLUTIONS, INC. 

SHAREHOLDERS LITIGATION 

: 

: 

: 

: 

Cons. C.A. No. 6720-CS 

x 

 

[PROPOSED] ORDER GRANTING MOTION FOR APPOINTMENT OF LEAD 

PLAINTIFFS, FOR APPOINTMENT OF CO-LEAD AND LIAISON COUNSEL AND 

CLASS CERTIFICATION 

This Court having considered the motions and arguments of the parties in the above 

captioned consolidated action (the “Action”) with respect to the appointment of lead counsel, 

liaison counsel and lead plaintiffs and the certification of a class (as defined below, the “Class”); 

IT IS HEREBY ORDERED, for the reasons stated on the record during the hearing 

held on August 23, 2011, that: 

1. Plaintiffs Labourers’ Pension Fund of Central and Eastern Canada, Westchester 

Putnam Counties Heavy & Highway Laborers Local 60 Benefit Fund and U.F.C.W. Local 1776 

& Participating Employers Pension Fund (the “Plaintiffs”) are appointed Co-Lead Plaintiffs and 

Class Representatives. 

2. The law firms of Robbins Geller Rudman & Dowd LLP and Labaton Sucharow 

LLP are appointed Co-Lead Counsel for the Class. 

3. The law firm of Bouchard Margules & Friedlander, P.A. is appointed Liaison 

Counsel for the Class. 

4. The law firms of Levi & Korsinsky, LLP, Harwood Feffer LLP, Federman & 

Sherwood, Saxena White P.A., Wolf Haldenstein Adler Freeman & Herz LLP, Faruqi & Faruqi 

GRANTED 

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LLP and Fish & Richardson, P.C. are appointed members of the Plaintiffs’ Executive Committee 

under the direction of Co-Lead Counsel. 

5. Plaintiffs’ Co-Lead Counsel and Liaison Counsel shall set policy for Plaintiffs for 

the prosecution of the Action, delegate and monitor the work performed by Plaintiffs’ attorneys 

to ensure there is no duplication of effort or unnecessary expense, coordinate on behalf of 

Plaintiffs the initiation and conduct of discovery proceedings, provide direction, supervision and 

coordination of the activities of Plaintiffs’ counsel, and have the authority to negotiate a 

settlement, subject to approval of Plaintiffs and the Court, and allocate fees among Plaintiffs’ 

counsel, if awarded. Defendants’ counsel may rely upon all agreements made with Plaintiffs’ 

Co-Lead Counsel or Plaintiffs’ Liaison Counsel, or other duly authorized representatives of 

Plaintiffs’ Co-Lead Counsel, and such agreements shall be binding on all Plaintiffs. 

6. Plaintiffs’ Co-Lead Counsel and Liaison Counsel shall be responsible for 

coordinating all activities and appearances on behalf of Plaintiffs and for the dissemination of 

notices and orders of this Court, as well as for communications to and from this Court. No 

motion, request for discovery or other pretrial or trial proceedings shall be initiated or filed by 

any Plaintiffs except through Co-Lead Counsel and Liaison Counsel. Co-Lead Counsel and 

Liaison Counsel shall further be responsible for creating and maintaining a master service list of 

all parties and their respective counsel. 

7. Pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), the following 

non-opt-out class (the “Class”) is certified: 

All record holders and beneficial owners of common stock of Medco Health 

Solutions, Inc. (“Medco”) together with their successors and assigns, during the 

period commencing on the date on which the board of directors of Medco 

approved the proposed acquisition of all of Medco’s shares by Express Scripts, 

Inc. and ending at the effective time of the closing of the proposed transaction, 

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excluding defendants and their associates, affiliates, legal representatives, heirs, 

successors in interest, transferees and assignees. 

8. Each of the provisions of Court of Chancery Rule 23 has been satisfied and the 

Action may be properly maintained as a non-opt-out class action according to the provisions of 

Court of Chancery Rule 23(a), 23(b)(1) and 23(b)(2). Specifically, this Court finds that: 

a. the Class is so numerous that joinder of all members is impractical; 

b. there are questions of law or fact common to the Class; 

c. the claims of the Plaintiffs are typical of the claims of the Class; 

d. the Plaintiffs will fairly and adequately protect the interests of the Class; 

e. the prosecution of separate actions by individual members of the Class would create a 

risk of inconsistent or varying adjudications with respect to individual members of the 

Class, which would establish incompatible standards of conduct for the defendants; 

f. adjudication with respect to individual members of the Class would, as a practical 

matter, be dispositive of the interests of the other members not parties to the 

adjudications; and 

g. defendants have acted on grounds generally applicable to the Class such that, if 

justified by the facts and law, final injunctive or corresponding declaratory relief with 

respect to the Class as a whole would be appropriate. 

 

 

Chancellor Leo E. Strine, Jr. 

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/s/ Judge Leo E Strine 

Court: DE Court of Chancery Civil Action 

Judge: Leo E Strine 

File & Serve 

Transaction ID: 39438580 

Current Date: Aug 23, 2011 

Case Number: 6720-CS 

Case Name: CONF ORD ON DISC - CONS W/ 6694, 6708, 6710, 6711, 6716, 6723, 6725, 6726, 6727 

- IN RE MEDCO HEALTH SOLUTIONS, INC. SHAREHOLDERS LITIGATION 

Court Authorizer: Leo E Strine 

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