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.com286. CA will suffer irreparable harm if the State is allowed to apply 29 Del. C. § 10161and Title 12, Chapter 11 of the Delaware Code to deprive CA of property without due process oflaw.287. In balancing the equities, the harm to CA if injunctive relief is not granted willoutweigh any harm to the State if the injunctive relief is granted.288. Equitable relief is warranted because there is no adequate remedy at law toprevent the irreparable harm CA will suffer if the State is not enjoined.Complaint.289. Thus, CA requests that the Court grant the injunctive relief requested in thisWHEREFORE, the Defendants/Plaintiffs-in-counterclaim CA, Inc. and PlatinumTechnology International Inc. respectfully request that the Court:1. Enter judgment in favor of CA on all of the Counts set forth above;2. With respect to the VDA, declare that the State:a. must execute a Voluntary Self Disclosure Agreement (Form AP DE-2)with CA, and has acted in an arbitrary and capricious manner by failing todo so;b. must abide by the terms of the VDA, and has acted in an arbitrary andcapricious manner by failing to do so;c. may not, pursuant to the terms of the VDA, conduct a new audit of CA,and has acted in an arbitrary and capricious manner by attempting to doso;d. may not, pursuant to the VDA, impose interest, penalties or othersanctions against CA, and has acted in an arbitrary and capricious mannerby attempting to do so;3. With respect to the State's improper demands for payment, declare that the State:a. may not seek amounts from CA for property owed to foreign citizens orescheatable to foreign countries, and has acted in an arbitrary andcapricious manner by attempting to do so;- 82 –
From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.comb. may not seek amounts from CA for property that is properly escheatable toowners in other states, and has acted in an arbitrary and capricious mannerby attempting to do so;c. may not seek amounts from CA for property that is properly escheatable toother states, and has acted in an arbitrary and capricious manner byattempting to do so;d. may not seek amounts from CA for property that is properly escheatable tothe federal government, and has acted in an arbitrary and capriciousmanner by attempting to do so;e. may not seek amounts from CA for property that is preempted by ERISA,and has acted in an arbitrary and capricious manner by attempting to doso;f. may not seek business to business credits that are exempt fromescheatment in other states, and has acted in an arbitrary and capriciousmanner by attempting to do so;g. may not require CA to provide information beyond its books and recordsfor determining potential abandoned and unclaimed property liability, andhas acted in an arbitrary and capricious manner by attempting to do so;h. may not use estimates to calculate amounts owed to Delaware for timeperiods in which CA furnished the State with records identifying thenames and addresses of all customers potentially owed credits, and hasacted in an arbitrary and capricious manner by attempting to do so;i. must accept CA's records with names and addresses as complete andaccurate for determination of abandoned and unclaimed property liability,and has acted in an arbitrary and capricious manner by failing to do so;j. must give CA credit for amounts reunited to rightful owners and escheatedto other states if estimations are allowed, and has acted in an arbitrary andcapricious manner by failing to do so;k. may not, pursuant to 12 Del. C. § 1156(b), abrogate the statutes oflimitations of other states, and has acted in an arbitrary and capriciousmanner by attempting to do so;l. may not purport to use a look back period starting from 1981, and hasacted in an arbitrary and capricious manner by attempting to do so;m. may not attempt to exercise rights greater than the rights of the purportedOwners of the property, and has acted in an arbitrary and capriciousmanner by attempting to do so;- 83 –
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CA, Inc.'s Answer and Counterclaim - Reed Smith

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