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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE In re GFI GROUP INC. STOCKHOLDER LITIGATION

CONSOLIDATED C.A. No. 10136-VCL

PLAINTIFFS’ SECOND MOTION FOR EXPEDITED PROCEEDINGS

Pursuant to Court of Chancery Rules 30, 34, 45, and 173, Plaintiffs hereby

move this Court for an order expedited proceedings in the above-captioned action

and setting a hearing and/or trial date on Plaintiffs’ forthcoming motion for

preliminary and mandatory injunctive relief. The grounds for Plaintiffs’ Motion

are set forth in Plaintiffs’ Brief in Support of the Second Motion for Expedited

Proceedings filed contemporaneously herewith.

February 4, 2015 BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP Mark Lebovitch David Wales Edward G. Timlin 1285 Avenue of the Americas 38th Floor New York, NY 10019 Co-Lead Counsel for Plaintiffs

GRANT & EISENHOFER P.A. /s/ Mary S. Thomas Stuart M. Grant (#2526) Mary S. Thomas (#5072) 123 Justison Street Wilmington, DE 19801 (302) 622-7070 Co-Lead Counsel for Plaintiffs

EFiled: Feb 04 2015 08:32PM EST Transaction ID 56720190 Case No. 10136-VCL

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KESSLER TOPAZ MELTZER & CHECK, LLP Marc A. Topaz Lee D. Rudy Michael C. Wagner 280 King of Prussia Rd Radnor, PA 19087 (610) 667-7706 Co-Lead Counsel for Plaintiff

PRICKETT, JONES & ELLIOTT, P.A. Michael Hanrahan (#941) Paul A. Fioravanti, Jr. (#3808) Kevin H. Davenport (#5327) 1310 N. King Street P. O. Box 1328 Wilmington, Delaware 19899-1328 (302) 888-6500

Executive Committee Member

CERTIFICATE OF SERVICE

I, Mary S. Thomas, hereby certify that, on February 4, 2015, I caused a copy

of the foregoing Plaintiffs' Second Motion for Expedited Proceedings to be filed

and served upon the following counsel of record via File & ServeXpress:

William M. Lafferty Leslie A. Polizoti

Lindsay M. Kwoka MORRIS, NICHOLS, ARSHT & TUNNELL LLP

1201 N. Market Street Wilmington, Delaware 19899-1347

Samuel A. Nolen

Kevin M. Gallagher Rachel E. Horn

RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street

Wilmington, Delaware 19801

Edward P. Welch Edward B. Micheletti

Jenness E. Parker SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

920 North King Street Wilmington, Delaware 19899-0636

C. Barr Flinn

Kathleen S. McCormick YOUNG CONAWAY STARGATT & TAYLOR, LLP

Rodney Square, 1000 North King Street Wilmington, Delaware 19801

/s/ Mary S. Thomas

Mary S. Thomas (Del. ID #5072)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

In re GFI GROUP INC.

STOCKHOLDER LITIGATION

CONSOLIDATED

C.A. No. 10136-VCL

PLAINTIFFS’ BRIEF IN SUPPORT OF SECOND MOTION FOR

EXPEDITED PROCEEDINGS

i

TABLE OF CONTENTS

Page

TABLE OF AUTHORITIES .................................................................................... ii

INTRODUCTION ..................................................................................................... 1�

RELEVANT FACTUAL AND PROCEDURAL HISTORY ................................... 2�

ARGUMENT ............................................................................................................. 9�

A.� Plaintiffs Have Alleged Colorable Claims .................................................. 11�

B.� Plaintiffs Face A Threat Of Immediate and Irreparable Injury ................... 15�

C.� The Balance of Hardships Favors Expedited Proceedings .......................... 17�

REQUESTED RELIEF ............................................................................................ 18�

ii

TABLE OF AUTHORITIES

Page(s)

Cases

Alpha Natural Res., Inc. v. Cliff’s Natural Res., Inc., 2008 WL 4951060 (Del. Ch. Nov. 6, 2008) ....................................................... 10

Box v. Box, 697 A.2d 395 (Del. 1997) ..................................................................................... 9

In re Cogent, Inc. S’holder Litig., 7 A.3d 487 (Del. Ch. 2010) .......................................................................... 16, 17

Gantler v. Stephens, 965 A.2d 695 (Del. 2009) ................................................................................... 14

Gomi Investors, LLC v. Schimmell Holdings, Inc., 2006 WL 2304035 (Del. Ch. July 27, 2006) ........................................................ 9

Hollinger Int’l v. Black, 844 A.2d 1022 (Del. Ch. 2004) .......................................................................... 13

Icahn Partners L.P. v. Amylin Pharms., Inc., 2012 WL 1526814 (Del. Ch. Apr. 20, 2012) ...................................................... 10

In re InfoUSA, Inc. S’holders Litig., 2007 WL 3325921 (Del. Ch. Aug. 20, 2007) ..................................................... 13

Mills Acquisition Co. v. Macmillan, Inc., 1988 WL 108332 (Del. Ch. Oct. 18, 1988), rev’d on other grounds 550 A.2d 35 (Del. 1988) ..................................................................................... 16

In re Netsmart Techs., Inc. S’holder Litig., 924 A.2d 171 (Del. Ch. 2007) ............................................................................ 15

In re Pure Resources Inc. S’holder Litig., 808 A.2d 421 (De. Ch. 2002) ....................................................................... 14, 17

In re Southern Peru Copper Corp. S’holder Deriv. Litig., 52 A.3d 761 (Del. Ch. 2011) .............................................................................. 11

iii

T.Rowe Price Recovery Fund, L.P. v. Rubin, 770 A.2d 536 (Del. Ch. 2000) ............................................................................ 14

INTRODUCTION

Plaintiffs recognized from the beginning of this case that founder and

Executive Chairman Mickey Gooch, and his ally, Colin Heffron, were putting their

personal interests ahead of their fiduciary duties to the public stockholders of GFI

Group Inc. (“GFI” or “the Company”). As the Court is aware, this case arose

when Gooch and Heffron tried to conceal a proposed management buyout of GFI’s

IDB business by wrapping it in a purported sale to CME Group Inc. (“CME”) of

the entire Company (the “CME Transaction”) at an unreasonably low price

($4.55/share, compared to the $6.20 topping bid that should have been paid to

GFI’s public stockholders). As described below, in the last few weeks, as the

CME Transaction unraveled in the face of the superior proposal by BGC Partners,

Inc. (“BGC”), Gooch’s fiduciary breaches, aided by Heffron and former Special

Committee member Marisa Cassoni (“Cassoni”), have become ever more

egregious.

As confirmed by the response of the Special Committee’s counsel to

Plaintiffs’ specific inquiries into statements purportedly made on behalf of the GFI

Board, Gooch and Heffron have now affirmatively overridden the Board process,

issuing unauthorized press releases in order to skew the outcome of BGC’s tender

offer. Even in their most skeptical moments, Plaintiffs never envisioned that

Gooch and Heffron would resort to outright fraud and such brazen abuse of their

2

fiduciary powers as they have done in the last few weeks. For the reasons set forth

below, immediate judicial intervention is required to protect GFI stockholders.

RELEVANT FACTUAL AND PROCEDURAL HISTORY

As described in Plaintiffs’ Second Supplement to the Verified Class Action

Complaint (the “January 30 Complaint”), CME and the Management Consortium

(consisting of Gooch, Heffron, and related individuals and entities) increased their

joint bid for GFI to $5.60 per share on January 15, 2015. January 30 Complaint at

¶12. BGC immediately offered $5.85 per GFI share if the GFI Board (“the

Board”) counter-signed and returned the executed tender offer, and $5.75 per share

if it did not (the “January 15 Revised BGC Proposal”). Id. at ¶13. The Special

Committee immediately and unanimously determined that the January 15 Revised

BGC Proposal was likely to lead to a “Superior Proposal” under the CME/GFI

merger agreement (the “CME Merger Agreement”). Id. at ¶14.

As required by basic governance norms, Gooch and Heffron had abstained

from earlier votes regarding the Board’s decision on whether to engage in

negotiations with BGC. Id. at ¶¶7, 17. Recognizing, however, that their planned

purchase of the IDB business was slipping away and that the only alternative

would eliminate their control over GFI, Gooch and Heffron suddenly inserted

themselves back into the Board’s process, voting against the Special Committee’s

January 15, 2015 determination that the January 15 Revised BGC Proposal was

3

likely to lead to a “superior proposal.” Id. at ¶17. This maneuver was effective

only because Cassoni reversed her prior position in support of negotiating with

BGC and joined Gooch and Heffron in voting against the Special Committee’s

determination. Id. Only discovery will tell whether Cassoni’s allegiance to Gooch

comes from misplaced loyalties, fear, or something else. The 3-2 Board vote

prohibited the Special Committee from negotiating with BGC for enhancements to

the tender offer terms. Id. at ¶9.

This farce repeated in the ensuing days. On January 20, 2015, CME and the

Management Consortium offered $5.85 per share, matching BGC. Id. at ¶18.

BGC immediately offered $6.20 per GFI share if the Board counter-signed and

returned the executed tender offer, and $6.10 per share if it did not (the “January

20 Revised BGC Proposal”). Id. at ¶19. Again, the Special Committee

immediately and unanimously determined that the January 20 Revised BGC

Proposal was likely to lead to a “Superior Proposal” under the CME Merger

Agreement. Id. at ¶20. Again, Gooch and Heffron voted against the Special

Committee’s determination, and in favor of their conflicted self-interest. Again,

Cassoni voted with the disloyal fiduciaries and against the obvious best interests of

GFI’s public stockholders. Id. at ¶24. Again, the Special Committee was

prevented from negotiating with BGC. Id. at ¶¶2, 6.

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Gooch and Heffron understood and acknowledged the way their conflict

constrained their ability to use their fiduciary positions, having previously

abstained from the Board’s process of evaluating the BGC bid. Id. at ¶17. But to

protect their self-interests, they changed course when they could no longer

compete with the consistently higher BGC proposals. As set forth herein, Gooch

and Heffron, joined by Cassoni, have: (i) hamstrung the Special Committee in its

efforts to negotiate with BGC; (ii) misled GFI’s public stockholders about the

terms of BGC’s bid and the basis for the Board’s supposed recommendation in

favor of the CME Transaction and against tendering to BGC; and (iii) even acted

on purported behalf of the Board without any authorization.

BGC’s Tender Offer was to remain open until 5:00 p.m. on February 3,

2015. On January 29, BGC publicly reaffirmed its commitment to the $6.10 tender

offer and strongly urged stockholders to oppose the CME Transaction at $5.85.

On Friday, January 30, 2015, GFI’s public stockholders overwhelmingly

rejected the CME Transaction. 1 Both GFI and CME then announced their

termination of the CME Merger Agreement.

Later on January 30, 2015, GFI issued a press release (the “January 30 Press

Release”), purportedly on behalf of the Board, stating 1 To the extent that Plaintiffs’ allegations, which deal in part with events unfolding over the last several days, are not yet reflected in the current pleadings, Plaintiffs will be filing a Motion for Leave to Further Supplement the Complaint – and a proposed Third Supplement to the Complaint – by the end of this week.

5

GFI Group Inc. . . . announced today that the Company’s Board of Directors will explore strategic alternatives with any and all interested parties to maximize shareholder value for all shareholders. These alternatives could include, among others, joint ventures, mergers and/or acquisitions.

This was a deeply troubling announcement. The Board had just muddled through a

six-month public auction process. Exploring “alternatives” now would not yield

any benefits commensurate with the risk of losing the BGC transaction.

An even more surprising follow-up press release was issued on Monday,

February 2, 2015 (the “February 2 Press Release”), also purportedly on behalf of

the Board, stating:

The GFI Board urges shareholders to take no action on the BGC tender offer at this time. As announced on Friday, the GFI Board is actively engaged in a process to explore strategic alternatives with any and all interested parties to maximize shareholder value for all shareholders. These alternatives could include, among others, joint ventures, mergers and/or acquisitions. The Board has previously reviewed the unsolicited BGC tender offer, which contains provisions and conditions that make it highly unlikely to succeed in providing any value for shareholders. The Board urges GFI shareholders not to tender into the BGC tender offer and wait for the Board to conduct its strategic review.

These press releases were baffling. Even before stockholders rejected the CME

Transaction, the January 20 Revised BGC Proposal offered materially better value

to stockholders (i.e., $6.10 versus $5.85 per share). But after GFI stockholders’

rejection of that deal, there was no reasonable justification for continued Board

opposition to BGC’s tender offer.

6

In order to determine whether the Special Committee, having previously

supported engagement with BGC, was now turning against the public stockholders

(like Cassoni had) and supporting a futile “strategic alternatives” review instead of

engaging with BGC, Plaintiffs contacted the Special Committee’s counsel. In

response to Plaintiffs’ specific questions, the Special Committee’s counsel gave the

following remarkable response, stating that the Special Committee members:

(i) [] did not vote to issue the February 2 [P]ress [R]elease; (ii) [] never saw a draft of the February 2 [P]ress [R]elease; (iii) [] did not know that GFI intended to issue the February 2 [P]ress [R]elease; (iv) [] did not vote to urge stockholders to not tender into the BGC tender offer or to not take any action on the BGC tender offer after the CME merger agreement was terminated; and (v) [] did not vote [on] Friday[, January 30, 2015] to explore new strategic alternatives as described in the January 30 and February 2 [P]ress [R]eleases.

Lebovitch Aff., ¶7.

The January 30 and February 2 Press Releases clearly had one purpose: to

discourage GFI’s public stockholders from tendering to BGC so that BGC would

not meet the 45% threshold for completion of BGC’s outstanding tender offer.

Gooch and Heffron breached their duty of loyalty by issuing these press releases in

the Board’s name in an effort to influence stockholder decision-making on the

pending tender offer, but without proper Board authority and without even

consulting the Special Committee that the Board had charged with keeping the

conflicted directors in check. Stockholders were misled into thinking that the

independent Board members still opposed the January 20 Revised BGC Proposal

7

and that further “exploration” of alternatives was fruitful and without grave risks to

the public stockholders.

This morning, BGC announced that 37.9 million shares had been tendered,

which, including shares already owned by BGC, was 43.3% of GFI’s outstanding

shares and 70% of shares not owned by GFI executives and directors. Especially

in a heated proxy fight, the position of a board matters to many stockholders.

Surely BGC would have met the 45% threshold had Gooch and Heffron not misled

stockholders through the January 30 and February 2 Press Releases.

There is still (limited) time to remedy these misdeeds, however, because

BGC also announced that the tender offer has been extended to February 19, 2015.

Thus, assuming that another 1.7% of stockholders (armed with correct

information) tender their shares in the next two weeks, the only hurdle to closing

the tender offer will be BGC’s condition of two-thirds board representation (the

“BGC Board Condition”). This condition should be no hurdle to completing a

deal. Any director acting in good faith would recognize that the Board should act

to meet this condition in order to allow public stockholders to obtain the $6.10

price per share offered by BGC. Indeed, the Special Committee’s financial

advisor, Greenhill, has now given four fairness opinions (at $4.55 per share, $5.25

per share, $5.60 per share, and $5.85 per share). But, as explained in Plaintiffs’

January 30 Complaint, Gooch and Heffron have repeatedly voted against proposals

8

supported by the Special Committee that would have allowed for negotiations with

BGC. If they are allowed to do the same with respect to any vote regarding

satisfaction of the BGC Board Condition, they will outvote the now two-member

Special Committee. Unless Gooch and Heffron are enjoined from interfering, the

stockholders will lose the transaction now on the table.

Thus, Plaintiffs seek an order: (i) requiring that Gooch and Heffron correct

the statements made in the unauthorized January 30 and February 2 Press Releases;

(ii) enjoining Heffron and Gooch from making further statements or taking action

with respect to any possible strategic transaction on the purported behalf of GFI,

without the Special Committee’s prior approval; (iii) enjoining Gooch and Heffron

from participating in any discussions or attending any meetings (except at the

Special Committee’s request or as a counterparty) on any issues regarding a

potential sale of all or part of GFI to BGC, including any Board meetings or

discussions regarding the BGC Board Condition; (iv) enjoining Gooch and Heffron

from taking any action that would prevent the Special Committee from convening

a Board meeting to consider and/or vote on the sale or potential sale of all or part

of GFI to BGC, or on any contemplated or actual steps to satisfy the BGC Board

Condition; and (v) in the event that BGC obtains the 45% tender offer condition,

mandating that the Special Committee (with assistance from Heffron, Gooch, and

Cassoni as necessary), take all steps necessary to meet the BGC Board Condition.

9

Plaintiffs seek an expedited hearing and/or trial in order to provide the

necessary evidentiary support for the requested relief. Whether Plaintiffs’ claims

are litigated at a preliminary injunction hearing or through trial, all Plaintiffs need

in terms of discovery (subject to future developments) are updated custodial

documents and communications from the Special Committee, Cassoni, Gooch, and

Heffron, and depositions of Cassoni and Gooch. In the event this Court schedules

a trial, one day should suffice, as Plaintiffs do not anticipate submitting live

evidence, other than the testimony of these two individuals and potentially one

Special Committee member. In light of the pending BGC tender offer, Plaintiffs

are prepared to present their evidence before the tender offer expires.

ARGUMENT�The Court should expedite this Action because Plaintiffs have articulated

colorable breach of fiduciary duty claims and shown a sufficient possibility of

irreparable injury. See Gomi Investors, LLC v. Schimmell Holdings, Inc., 2006 WL

2304035, at *1 (Del. Ch. July 27, 2006) (Good cause exists for granting a motion

to expedite where “a plaintiff. . . . articulate[s] a sufficiently colorable claim and

show[s] a sufficient possibility of a threatened irreparable injury’); Box v. Box, 697

A.2d 395, 399 (Del. 1997) (“Delaware courts are always receptive to expediting

any type of litigation in the interests of affording justice to the parties”).

Expedited proceedings are particularly appropriate when, as here, stockholders will

10

lose an opportunity to maximize their stockholdings should Defendants continue to

breach their fiduciary duties. See, e.g., Icahn Partners L.P. v. Amylin Pharms.,

Inc., 2012 WL 1526814, at *2-3 (Del. Ch. Apr. 20, 2012) (granting expedited

proceedings where board’s refusal to engage with a potential acquirer offering a

substantial premium put stockholders’ opportunity to receive the premium at risk).

The threshold for expediting proceedings is low. To prevail, the “court

merely needs to find that ‘the plaintiff has articulated a sufficiently colorable claim

and shown a sufficient possibility of a threatened irreparable injury.’” Alpha

Natural Res., Inc. v. Cliff’s Natural Res., Inc., 2008 WL 4951060, at *2 (Del. Ch.

Nov. 6, 2008) (quoting Giammargo v. Snapple Beverage Corp., 1994 Del. Ch.

LEXIS 199, at *4 (Del. Ch. Nov. 15, 1994)). A claim may be “sufficiently

colorable” even where it is not “brightly colored.” City of Miami General

Employees’ and Sanitation Employees’ Retirement Trust v. C&J Energy Servs.

Inc., C.A. No. 9980-VCN (Del. Ch. Aug. 29, 2014) ORDER (finding cause to

expedite where there was no competing bidder but existing bidder did not offer a

premium). Here, where Plaintiffs allege that disloyal insiders are engaged in a no-

holds-barred attempt to undermine a high-premium offer in order to advance their

own personal interests and vendettas, and notwithstanding the significant risk that

GFI’s stock price will drop if BGC walks away, Plaintiffs’ claims are more than

sufficiently colorable to warrant expedited proceedings.

11

A. Plaintiffs Have Alleged Colorable Claims

Plaintiffs allege colorable breach of fiduciary duty claims when, as here,

they allege “facts suggesting that the directors [exercised a] bad faith preference

for some other interest than that of the company and the stockholders.” In re

Southern Peru Copper Corp. S’holder Deriv. Litig., 52 A.3d 761, 787 n.72 (Del.

Ch. 2011).

Gooch and Heffron are not opposing the BGC tender offer because they

believe that GFI stockholders are better off holding on to their GFI shares, and

likely suffering a steep stock price decline when the BGC deal is lost, rather than

selling to BGC for at least $6.10. Instead, Gooch and Heffron are opposing BGC

for at least two improper and self-interested reasons.

First, Gooch and Heffron are unwilling to surrender control of the Company

that they built, particularly to a hated rival like BGC’s Howard Lutnick. But,

unable to use their equity stake to forestall such a change of control, Gooch and

Heffron are now openly using their fiduciary powers to serve their personal and

disloyal purposes.

Throughout the sales process beginning in 2013, Gooch used his equity

position to veto any possible transaction that would not result in him controlling

the core brokerage business of GFI. Now that the CME Transaction has been

rejected, Gooch and Heffron have resorted to more overt measures, using their

12

fiduciary position to sabotage any transaction where they lose control. Gooch and

Heffron would not allow the Board to negotiate with BGC when BGC made its

first approach late last July, and they definitely will not engage with BGC now that

BGC thwarted Gooch’s hoped-for transaction with CME. This, and Gooch and

Heffron’s disloyalty, is confirmed by the fact that they broke their previous pattern

of abstention when they voted down the Special Committee’s recommendations

that the January 15 and January 20 Revised BGC Proposals were each likely to

lead to a “Superior Proposal.” It is a fair inference that Gooch and Heffron will

forever vote against any Board action to satisfy the BGC Board Condition, solely

so they can avoid losing control of “their” company to BGC (and Lutnick).

Second, and relatedly, despite their own equity stakes, Gooch and Heffron’s

economic interests are adverse to GFI’s public stockholders. Because of the

unlawful 12-month “dead hand tail” provision embedded in the CME Support

Agreement, Gooch and Heffron cannot tender their shares to BGC for almost a

year, no matter what price is offered. Because the Management Consortium faces

a year of being locked in an investment with BGC as a controlling shareholder,

Gooch and Heffron are inherently against any BGC offer, regardless of price.

Plaintiffs have also stated a colorable claim that Gooch, Heffron, and

Cassoni unlawfully interfered with the Special Committee. On January 15, 2014,

the Board resolved to form the Special Committee, and empowered it to, among

13

other things, consider the CME deal, negotiate with CME and the Management

Consortium, decide not to pursue the CME deal, and explore other transformative

transactions. No Board action or intervening event has disbanded the Special

Committee or curtailed its powers or authority. Nevertheless, Gooch, Heffron, and

Cassoni are interfering with the Special Committee by refusing to call prompt

board meetings and overriding its determinations regarding the BGC proposals for

disloyal reasons.

There is every reason to think that they will continue to do so to sabotage the

Special Committee’s effort to fulfill the BGC Board Condition. Unless these

flagrantly disloyal fiduciaries are prevented from actively and continually using

their fiduciary powers as a weapon against BGC, GFI’s stockholders will lose this

high-premium transaction, and the stock price will plummet.

This Court has broad powers to fashion equitable relief when fiduciaries so

blatantly abuse their position to benefit themselves to the detriment of

stockholders. See, e.g., Hollinger Int’l v. Black, 844 A.2d 1022 (Del. Ch. 2004)

(invalidating a controlling stockholder’s disloyal effort to disband a committee

formed to consider alternatives in order to protect a personally beneficial

transaction); In re InfoUSA, Inc. S’holders Litig., 2007 WL 3325921, at *23 (Del.

Ch. Aug. 20, 2007) (disloyalty adequately pled where the five board members who

were not on the special committee voted to abolish it before it could assess

14

alternatives to the controlling stockholder’s personally beneficial proposal);

T.Rowe Price Recovery Fund, L.P. v. Rubin, 770 A.2d 536 (Del. Ch. 2000)

(finding a substantial likelihood of liability and granting an injunction where the

controlling stockholder disbanded a special committee that refused to accede to his

demands).

Gooch and Heffron have also breached their fiduciary duties by making

improper and unauthorized disclosures concerning the BGC tender offer, including

the January 30 and February 2 Press Releases. GFI has now been publicly “on the

market” since at least the end of July 2014. If Defendants are to be believed, GFI

was quietly shopped to interested bidders since early 2014 or before. Since BGC

emerged as a potential intervening bidder, Gooch himself engaged with other

potential buyers. After a bidding war between CME/Gooch and BGC, BGC is

clearly the high bidder. Accordingly, the Company’s public statements, made at

the beshest of Gooch and Heffron – purportedly with Board authorization –

pretending to start considering alternatives at this point are affirmatively

misleading and a breach of duty. See, e.g., In re Pure Resources Inc. S’holder

Litig., 808 A.2d 421, 450-51 (De. Ch. 2002) (holding that plaintiffs had a

reasonable probability of success on disclosure claims regarding omissions about

special committee involvement in a transaction); Gantler v. Stephens, 965 A.2d

695, 711-12 (Del. 2009) (holding that alleged misrepresentations regarding board

15

consideration of an alternative transaction were materially misleading and alleged

a breach of duty).

B. Plaintiffs Face A Threat Of Immediate and Irreparable Injury

Plaintiffs and the Class face “a sufficient possibility of a threatened

irreparable injury” to justify expedited proceedings. The only two remaining

impediments to GFI stockholders selling their shares at a 90% premium to the

price just prior to the announcement of the CME Transaction are (i) the tender by

an additional 1.7% of GFI stockholders to BGC and (ii) satisfaction of the BGC

Board Condition. As long as Gooch and Heffron are allowed to issue misleading

statements to stockholders and to interfere with the Board’s decision-making

process, there is risk that neither condition will be satisfied. Stockholders who

believe the Board is truly shopping for a superior proposal, or who believe the

Board properly resolved to oppose BGC’s offer, may not tender. And as long as

Gooch and Heffron are permitted to vote in favor of their improper self-interests

and use their influence over Cassoni to create a bloc on the Board, there is no

prospect of the Special Committee succeeding in protecting stockholder rights.

Preventing stockholders from taking advantage of a superior offer is plainly

irreparable harm. In re Netsmart Techs., Inc. S’holder Litig., 924 A.2d 171, 208

(Del. Ch. 2007) (“In cases where the refusal to grant an injunction presents the

possibility that a higher, pending, rival offer might go away forever, our courts

16

have found a possibility of irreparable harm.”) (citing QVC Network, Inc. v.

Paramount Commc’ns, Inc., 635 A.2d 1245, 1273 n.50 (Del. Ch. 1993) (“Since the

opportunity for shareholders to receive a superior control premium would be

irrevocably lost if injunctive relief were not granted, that alone would be sufficient

to constitute irreparable harm”). See also Mills Acquisition Co. v. Macmillan, Inc.,

1988 WL 108332, at *18 (Del. Ch. Oct. 18, 1988), rev’d on other grounds 550

A.2d 35 (Del. 1988) (taking action to deprive stockholders of the opportunity to

consider a higher offer following a full auction threatens irreparable harm to

stockholders). Yet this is precisely the harm that Gooch, Heffron and Cassoni are

trying to accomplish through manipulation of the Board process.

Absent expedition, GFI’s public stockholders will forever be deprived of the

information necessary to make an informed decision as to whether or not to tender

their shares to BGC and, if the breaches remain uncured and/or if the breaches

continue, GFI’s public stockholders may be deprived of the ability to obtain $6.10

per share in BGC’s tender offer. Such a threat poses a sufficient risk of irreparable

harm. Delaware courts have recognized that “[t]he importance of proxy disclosure

in the context of a tender offer cannot be overstated.” In re Cogent, Inc. S’holder

Litig., 7 A.3d 487, 514 (Del. Ch. 2010). Therefore, “t[h]is court has recognized

that irreparable injury is threatened when a stockholder might make a tender or

voting decision on the basis of materially misleading or inadequate information.”

17

In re Pure Resources, 808 A.2d at 452; see also In re Cogent, 7 A.3d at 514

(finding that misleading or inadequate disclosures potentially give rise to

irreparable harm because “a post-hoc evaluation of a plaintiff’s disclosure claim

necessarily will require a court to speculate about the effect that certain

deficiencies may have had on a stockholder vote, resulting in an award of a less-

than-certain amount of money damages.”).

More concretely, the breaches of duty have already caused and threaten to

cause additional irreparable harm to GFI stockholders as a result of credit rating

downgrades. Fitch has already downgraded GFI’s credit rating, in part because

“[o]n a stand-alone basis, GFI’s financial and credit profile continued to weaken in

the nine months ended Sept. 30, 2014 . . . primarily due to increased professional

fees related to the CME transaction.” Fitch has also indicated that further delay in

consummating a transaction stands to further harm GFI because, “if GFI is unable

to close on a material transaction, Fitch believes that this would call into

question the long-term viability of GFI’s business on a stand-alone basis, which

could put further pressure on the ratings.” Stockholders will be irreparably harmed

if Gooch, Heffron, and Cassoni’s disloyalty is left unchecked and the BGC tender

offer is no longer a viable option.

C. The Balance of Hardships Favors Expedited Proceedings

The balance of hardships favors the entry of an order granting Plaintiffs’

18

request for expedited proceedings. Defendants’ breaches of fiduciary duty will

forever deprive GFI’s public stockholders of information necessary to make an

informed decision as to whether or not to tender to BGC. And, should existing or

future breaches convince enough stockholders not to tender, or, more critically,

preempt fulfillment of the BGC Board Condition, GFI’s stockholders could be

forever deprived of BGC’s $6.10 offer. GFI’s credit rating will tumble and its

stock price will likely fall as well.

In contrast, Defendants will suffer no undue harm if Plaintiffs are granted

expedited relief. There is no competing offer on the table that will be lost in the

next two weeks. And Plaintiffs are merely asking that Defendants be required to

comply with the fiduciary duties they have blatantly ignored.

REQUESTED RELIEF

Plaintiff respectfully requests that the Court enter a schedule governing

expedited proceedings as follows:

Filing of Plaintiffs’ Motion for Leave to File Third Supplement to Complaint (including draft Supplement)

February 6, 2015

Updated Document Productions By Gooch, Heffron, the Special Committee, and Cassoni

February 9, 2015

Depositions of Gooch and Cassoni February 11-12, 2015 Filing of Plaintiff’s Opening Brief in Support of Motion for Preliminary Injunction and/or Trial Brief

February 13, 2015

19

Filing of Defendants’ Answering Briefs in Opposition to Plaintiff’s Motion for Preliminary Injunction and/or Trial Brief

February 16, 2015

Hearing on Plaintiffs’ Motion for Preliminary Injunction and/or Trial

February 17, 2015

February 4, 2015 BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP Mark Lebovitch David Wales Edward G. Timlin 1285 Avenue of the Americas 38th Floor New York, NY 10019 Co-Lead Counsel for Plaintiffs

GRANT & EISENHOFER P.A. /s/ Mary S. Thomas Stuart M. Grant (#2526) Mary S. Thomas (#5072) 123 Justison Street Wilmington, DE 19801 (302) 622-7070 Co-Lead Counsel for Plaintiffs

KESSLER TOPAZ MELTZER & CHECK, LLP Marc A. Topaz Lee D. Rudy Michael C. Wagner 280 King of Prussia Rd Radnor, PA 19087 (610) 667-7706 Co-Lead Counsel for Plaintiff

PRICKETT, JONES & ELLIOTT, P.A. Michael Hanrahan (#941) Paul A. Fioravanti, Jr. (#3808) Kevin H. Davenport (#5327) 1310 N. King Street P. O. Box 1328 Wilmington, Delaware 19899-1328 (302) 888-6500

Executive Committee Member