CA, Inc.'s Answer and Counterclaim - Reed Smith

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From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.com96. States that the allegations set forth in Paragraph 96 of the Verified AmendedComplaint regarding purported accounting fraud represent immaterial, impertinent, orscandalous matter that should be stricken from the State's pleading pursuant to Court ofChancery Rule 12(f). Further answering, CA states that the allegations set forth in Paragraph 96of the Verified Amended Complaint amount to conclusions of law to which no response isrequired. To the extent an answer is deemed necessary, CA denies any and all allegationscontained in Paragraph 96 of the Verified Amended Complaint.97. Denies the allegations contained in Paragraph 97 of the Verified AmendedComplaint.98. Denies the allegations contained in Paragraph 98 of the Verified AmendedComplaint.- 26 –
From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.comAFFIRMATIVE DEFENSESFIRST AFFIRMATIVE DEFENSEThe Verified Amended Complaint fails to state a claim upon which relief can be grantedincluding, without limitation, the State's claim that the CA has engaged in equitable fraud and/ornegligent misrepresentation.SECOND AFFIRMATIVE DEFENSEThe State has failed to mitigate its damages, if any.THIRD AFFIRMATIVE DEFENSEThe State's unreasonable refusal to accept CA's offered payment and to ignore thedispositive self-audit was the cause of any injury, loss or damage complained of by the State.FOURTH AFFIRMATIVE DEFENSEThe State's claims are barred because the CA's conduct concerning the voluntarydisclosure agreement and program was proper, lawful, supported by good faith, and wasjustified.FIFTH AFFIRMATIVE DEFENSEThe State, by its own actions and by virtue of the VDA, has waived its right to assessinterest and penalties against CA in connection with the abandoned and unclaimed property atissue in this litigation.SIXTH AFFIRMATIVE DEFENSEThe State's claims for equitable relief are barred because the State has an adequateremedy at law.- 27 –
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CA, Inc.'s Answer and Counterclaim - Reed Smith

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