Case 1:17-cv-00868-JFB-SRF Document 25 Filed 10/16/17 Page 1 of 4 PageID #: 518
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`UNIVERSITY OF MASSACHUSETTS
`MEDICAL SCHOOL and CARMEL
`LABORATORIES, LLC, ,
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`C.A. No. 17-868-JFB-SRF
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`Plaintiffs,
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`v.
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`L’ORÉAL S.A. and L’ORÉAL USA, INC.,
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`Defendants.
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`DECLARATION OF ROY RABINOWITZ IN SUPPORT OF
`L’ORÉAL S.A.’S MOTION TO DISMISS FIRST AMENDED COMPLAINT
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`OF COUNSEL:
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`Frederick L. Cottrell, III (#2555)
`Jeffrey L. Moyer (#3309)
`Katharine L. Mowery (#5629)
`Richards, Layton & Finger, P.A.
`One Rodney Square
`920 N. King Street
`Wilmington, Delaware 19801
`(302) 651-7700
`cottrell@rlf.com
`moyer@rlf.com
`mowery@rlf.com
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`Attorneys for Defendant
`L’Oréal S.A. and L’Oréal USA, Inc.
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`DENNIS S. ELLIS
`KATHERINE F. MURRAY
`ADAM M. REICH
`PAUL HASTINGS LLP
`515 South Flower Street, 25th Floor
`Los Angeles, CA, 90071
`(213) 683-6000
`NAVEEN MODI
`JOSEPH E. PALYS
`DANIEL ZEILBERGER
`PAUL HASTINGS LLP
`875 15th Street, N.W.
`Washington, D.C., 20005
`(202) 551-1990
`BLAINE M. HACKMAN
`PAUL HASTINGS LLP
`200 Park Avenue
`New York, NY 10166
`212-318-6000
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`Dated: October 16, 2017
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`Case 1:17-cv-00868-JFB-SRF Document 25 Filed 10/16/17 Page 2 of 4 PageID #: 519
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`DECLARATION OF ROY RABINOWITZ
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`I, Roy Rabinowitz, declare and state as follows:
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`1.
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`I am Senior Vice President of Finance for L’Oréal USA, Inc. (“L’Oréal USA”). I
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`have been in that position since January 1, 2007. I have worked at L’Oréal USA since June
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`2001. I make this declaration in support of L’Oréal S.A.’s Motion to Dismiss the First Amended
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`Complaint. I have personal knowledge of the facts set forth herein and, if called upon to testify
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`under oath, I could and would competently testify thereto.
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`2.
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`In my capacity as Senior Vice President of Finance for L’Oréal USA, I am
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`familiar with L’Oréal USA’s corporate organization, the nature of its business and finances, and
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`the nature of its relationship with its corporate parent, L’Oréal S.A. As explained below,
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`L’Oréal USA makes stringent efforts to observe standard corporate formalities and it employs
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`business strategies for L’Oréal USA that are separate and distinct from those of L’Oréal S.A.
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`3.
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`L’Oréal S.A. is incorporated in France as a Sociétè Anonyme with its registered
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`office in Paris and its corporate headquarters and principal offices in Clichy, France. L’Oréal
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`S.A. is a leading producer and marketer of personal care products, including fragrances,
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`cosmetics, hair care, skin care, and related items, with thousands of well-known brands in its
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`portfolio that are distributed worldwide under various brand names. L’Oréal S.A. is the parent
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`company of several subsidiaries, which manufacture and distribute beauty, cosmetic, and
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`personal hygiene products throughout the world. These subsidiaries operate as separate legal
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`entities from L’Oréal S.A. and do not act as L’Oréal S.A.’s agents.
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`4.
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`One of L’Oréal S.A.’s subsidiaries is L’Oréal USA. L’Oréal USA was
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`incorporated in Delaware in 1953, and its corporate headquarters are located in New York City.
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`L’Oréal USA maintains separate licensing and distribution contracts, manufactures and
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`Case 1:17-cv-00868-JFB-SRF Document 25 Filed 10/16/17 Page 3 of 4 PageID #: 520
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`distributes its own products, has its own board of directors, issues separate financial statements,
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`files separate tax returns, and maintains its own workforce from L’Oréal S.A. L’Oréal USA also
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`maintains its own departments in areas such as finance, human resources, legal, corporate
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`communications, customer relations, Research and Innovation, and marketing and advertising.
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`Each of these departments is separate from L’Oréal S.A. As a practical matter, this structure
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`means that while L’Oréal USA keeps L’Oréal S.A. informed about major issues and receives
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`overall strategic guidance from L’Oréal S.A., it operates independently from its parent.
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`5.
`L’Oréal USA maintains five manufacturing facilities in the United States: North
`Little Rock, Arkansas; Florence, Kentucky; Franklin, New Jersey; Piscataway, New Jersey; and
`Redmond, Washington. L’Oréal USA’s facility in Kentucky is one of the largest consumer
`products manufacturing plants in the United States. L’Oréal USA also has Research &
`Innovation facilities in Clark New Jersey and Redmond, Washington. L’Oréal USA employs
`more than 10,000 individuals across the U.S.
`6.
`While L’Oréal USA is incorporated in Delaware, L’Oréal S.A. has no physical
`presence in that state. It does not own, rent, or lease real estate, or maintain any offices,
`manufacturing plants, or other facilities in Delaware. L’Oréal S.A. does not conduct business in
`Delaware and is not registered to do business in Delaware. L’Oréal S.A. does not directly
`develop, sell, market, or advertise to consumers in Delaware any of the products at issue in this
`action. Nor does it maintain any inventory in Delaware. L’Oréal S.A. does not have a
`designated agent for service of process in Delaware. From time to time L’Oréal S.A. and
`L’Oréal USA engage in the sale of goods or services between the two companies. Such
`transactions are governed by written intracompany agreements and are priced at arm’s length, as
`confirmed by studies done by L’Oréal USA and reviewed periodically by the United States
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`Case 1:17-cv-00868-JFB-SRF Document 25 Filed 10/16/17 Page 4 of 4 PageID #: 521
`Case 1:17-cv-00868—JFB-SRF Document 25 Filed 10/16/17 Page 4 of 4 PageID #: 521
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`Internal Revenue Service to confirm the bona fide nature of the arms’ length pricing.
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`7.
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`L’Ore'al S.A. does not maintain any bank accounts in Delaware. Shares of
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`L’Oréal 8A. are only traded on the Paris Stock Exchange; they are not publicly traded in the
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`United States or on any United States exchange.
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`I declare under penalty of perjury under the laws of the United States that the foregoing is
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`true and correct and that this declaration is being executed this Lb day of October, 2017, in
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`Berkeley Heights, New Jersey.
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`oy Rabinowitz
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`RLFl 17434930V.1
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