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[ATTORNEY/PROPER INFO]

Attorneys for Plaintiff/Defendants 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES, CENTRAL DISTRICT , an individual, an individual, Plaintiffs, vs. ., a California corporation, nominal defendant and real party in interest and DOES 1 through 10, inclusive, Defendants. CASE NO.: [Assigned for all purposes to the Hon. _____, Dept. ___]

DEFENDANTS EX PA R T E APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING I N V O L U N TA RY D I S S O L U T I O N ; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; DECLARATION OF ________IN SUPPORT THEREOF; [PROPOSED] ORDER
[Proposed Order and Declaration of ______ as Receiver, filed concurrently herewith]

OSC DATE: ______ TIME: 8:30 a.m. DEPT: 55 Ex Parte Date: ____, 2012 TIME: PLACE: COMPLAINT FILED: 6/8/12 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: PLEASE TAKE NOTICE that Defendants (Defendants) hereby respectfully applies, ex parte, pursuant to California Code of Civil Procedure 564 and California Rules of Court,

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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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Rule 3.1175, et seq., and relevant case law for an Order to Show Cause re: Appointment of a Receiver and Temporary Restraining Order in Aid of a Receiver pending involuntary dissolution for nominally named Cross-Defendant, and temporary restraining order. This application is made on the grounds that two of the three shareholders of Mindys, a California close corporation have filed a Cross-Complaint for involuntary dissolution and there is an extreme emergency requiring the intervention of a court appointed receiver over Unless a receiver is appointed immediately, the interests of the corporation and its shareholders will suffer irreparable injury pending the hearing and determination of the Cross-Complaint. Cross-Defendants are entitled to preserve ______ business and their own rights as shareholders, pending the outcome of the above-captioned matter, including the pending dissolution of the corporation. Lesser relief has not afforded Cross-Complainants or Mindys the adequate relief necessary to preserve Cross-Defendants rights as shareholders and to preserve __________profits, operating revenue, and professional reputation. The extreme necessity and emergency to appoint a receiver is warranted due to the self-dealing, conflicts of interest, insider transactions, dishonesty and gross mismanagement of the affairs of _________ by existing management, Plaintiffs and and

____________________. A receiver should be appointed, and _________should be ordered to pay the costs and fees associated with the receiver. Alternatively, Defendants seek leave to take expedited discovery into this subject matter. For the foregoing reasons, Cross-Complainants seeks a temporary restraining order and injunction in aid of the receiver, prohibiting, their agents, officers, directors, employees, and representatives, or anyone in concert therewith, from engaging in, or performing, directly or indirectly, any or all of the following acts: a. ________________

Good cause exists to seek this relief on an ex parte basis. Mindys claims that its
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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demise is imminent, and Defendants recently learned of additional questionable practices by Israel and Natan. Although Defendants have also asked for the appointment of a receiver, this Application seeks appointment of a receiver regardless of the outcome of Mindys's stay applications and further relief such as expedited discovery. Pursuant to ________ on June __, 2012, Defendants counsel gave notice of this Application and the relief being sought to counsel for the Plaintiffs, _____. Counsel for Defendants stated that Plaintiffs oppose this Application. This Application is based on this Notice of Application, the accompanying Memorandum of Points and Authorities, the Declarations of ______ (and its exhibits) filed concurrently herewith, the lodged Declarations of ________, the records and files of this Court, including without limitation the Phase 1 trial record, and all other matters of which the Court may take judicial notice. DATED: June 19, 2012

By:________________________

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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I.

MEMORANDUM OF POINTS AND AUTHORITIES PRELIMINARY STATEMENT Defendants and Cross-Complainants seek a court order for the appointment of a receiver to manage, oversee the day to day affairs, preserve and take possession of, protect the interests and continue the business operations of ________. ______ is a business formed in 1994 and owned and operated by members of the _______, to manufacture and distribute the __________product line.1 This relief is necessitated due to the self-dealing, conflicts of interest, insider transactions, dishonesty and gross mismanagement of the affairs of Mindys by existing management, Plaintiffs and Cross-Defendants. ______ is presently in the midst of internecine warfare between its shareholders and directors, the members of the _______. It is beyond dispute that Mindys and its board of directors and shareholders are in severe conflict, acrimonious litigation and the true financial picture of __________ further confirms that equitable relief in the form of a receiver is needed at this point. In addition, cause exists for the appointment of a Receiver, for at least the following additional reasons:

Mindys is a business established by the Dakar family to then handle the manufacturing and distribution of the Sonya Dakar product line. The name Mindys contains the first letter fo each of the four Dakar children plus Sonya and Israel (Michael, Israel, Natan, Donna, Yigal and Sonya).

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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B. The Court Has Authority To Appoint A Receiver II. STATEMENT OF FACTS A. Background

Californias Code of Civ. Proc. 564 provides for the appointment of a Receiver as follows: (a) A receiver may be appointed, in the manner provided in this chapter, by the court in which an action or proceeding is pending in any case in which the court is empowered by law to appoint a receiver. (b) A receiver may be appointed by the court in which an action or proceeding is pending, or by a judge thereof, in the following cases: (1) In an action ... between partners or others jointly owning or interested in any property or fund, ... or of any party whose right to or interest in the property or fund, or the proceeds thereof, is probable, and where it is shown that the property or fund is in danger of being lost, removed, or materially injured. (6) Where a corporation is insolvent, or in imminent danger of insolvency.... (9) In all other cases where necessary to preserve the property or rights of any party. It is well-established law in California that courts may appoint receivers to preserve assets and rights during litigation. _________ have filed this Cross-Complaint action individually and derivatively on behalf of and for the benefit of _____ to redress injuries suffered, and yet to be suffered, as a direct and proximate result of _________unilateral decisions, breaches of fiduciary duty, waste of corporate assets, gross mismanagement, fraudulent conduct, abuse of control, and violation of state and federal laws, as discussed below. Mindys is a nominal CrossDefendant in a derivative capacity and as required in order for Michal to bring her cause of action for removal of Natan as a director under California Corporations Code Section 304.
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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Defendants property is in danger of being materially injured. Plaintiffs unilateral practices alleged herein have and will continue to reduce the value of Mindys and thus reduce the value of Defendants shares. Thus, a Receiver is warranted when there is

improper or irregular accounting practices and financial records. See Moore v. Oberg, 61 Cal.App. 2d 216 (1943); Neider v. Dardi, 130 Cal.App. 2d 646 (1955, 1st Dist). Pursuant California Code of Civil Procedure Section 564(b)(9), a Receiver may be appointed by the court in which an action or proceeding is pending, or by judge thereof in all cases where necessary to preserve the property or rights of any party. interfered with Defendants rights by refusing them access to Mindys financials. Defendants are entitled to the appointment of a receiver ex parte pending a hearing on an order to show cause why the appointment of the receiver should not be confirmed. Santacroce Bros. V. Santa Clara, Inc., (1966) 242 Cal.App.2d. 584, 586). A receiver is the only present and effective ancillary remedy capable of fairly collecting the rents, issues and profits from the Mindys, managing those assets so that its value will not depreciate or otherwise be impaired, and ensuring that the costs and other outstanding expenses are satisfied. As a result, a receiver should be appointed ot preserve and protect Mindys during the pendency of this litigation. If a Receiver is not appointed forthwith, the business will be irreparably damaged and destroyed. Accordingly, under C.C.P. 564, a Receiver is the only present and effective remedy to preserve the business. C. Sufficient Cause Has Been Shown For The Appointment Of A Receiver In This Case D. All Relevant Factors Weigh In Favor Of Appointing A Receiver Plaintiffs

A primary purpose in appointing a receiver is to protect, conserve and administer property pending final disposition of a suit. Federal courts considering the following factors in deciding whether to appoint a receiver: (1) fraudulent conduct on defendant's part; (2) imminent danger of the property being lost, concealed, injured, diminished in value, or
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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squandered; (3) inadequacy of legal remedies; (4) probability that harm to plaintiff by denial of appointment would outweigh injury to parties opposing appointment; (5) plaintiff's probable success in the action and the possibility of irreparable injury to plaintiff's interest in the property; (6) whether plaintiff's interests sought to be protected will in fact be well-served by receivership. New York Life Ins. Co. v. Watt West Inv. Corp., 755 F. Supp. 287, 292 (E.D. Cal. 1991). Each of these factors favors appointment of a receiver in this case. Absent the appointment of a receiver, _______ will have no assurance that the r intellectual property and related assets will have any value by the end of this case. A receiver can assure that Defendants will not be left without a remedy. 1. Defendants' Conduct Bears Indicia Of Fraud

_____________have a mounting record of highly dubious and likely fraudulent actions that raises serious questions. First, _______has presented no documents showing its financial condition. _________ efforts throughout this litigation and family law ____, thwart discovery and its repeated failures to otherwise provide proper documentation about its financial status and transactions, properly give rise to an adverse inference that _________financial claims are not to be trusted. Second, _________ has paid hundred of thousands to Israel and Natan as distributions, compensation, bonuses or never-to-be-repaid loans, including throughout the pendency of this litigation. ___________ have no meaningful explanation for the large payments to them. This, too, is suggestive of misconduct. Third, Plaintiffs have altered and concocted evidence. (See Dau Ruling.) Finally, ________. 2. Legal Remedies Are Not Adequate

_________ itself has argued to the Court that it is currently in financial extemis, and contemplated filing a Chapter 7 bankruptcy. (Decl. __.) This is more likely a result of excess
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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debt and the fact that Plaintiffs have siphoned money from the company for years. The Court does not have to determine causation, however. ________ claims to be on the brink of destruction. It cannot therefore deny that Defendants legal remedy is inadequate.

3.

INJUNCTIVE

RELIEF

IS

APPROPRIATE

UNDER

THE

CIRCUMSTANCES IN THIS CASE California C.C.P. 526 provides, in pertinent part, that an injunction may be granted in several cases, including, but not limited to those in which (a) it appears by the complaint that the plaintiff is entitled to the relief demanded, and any of such relief consists of restraining the commission or continuance of the act complained of, either for a limited period or perpetually. (C.C.P. 5269(a)(1)) or (b) precuniary compensation would not afford adequate relief. (C.C.P. 5269(a)94)). The conduct of Plaintiffs is an ongoing violation of their obligations to ________ for which Defendants cannot be compensated. In addition, Defendants have no other adequate remedy at law. Defendants cannot be compensated momentarily because the damages, other than legal expenses, are incalculable. The California Supreme Court in Butt v. State of California, (1992) 4 Cal.4th 668, 677, 678, set the following criteria in connection with preliminary injunction applications: In deciding whether to issue a preliminary injunction, the trial court must weigh two interrelated factors: (1) the likelihood that the moving party will ultimately prevail on the merits, and (2) the relative interim harm to the parties resulting from the issuance or nonissuance of the injunction. (citations omitted). Both of these standards are met. E. A TEMPORARY RESTRAINING ORDER SHOULD BE ISSUED IN THIS CASE Defendants are entitled to the issuance of a temporary restraining order, as well as an injunction, on the basis of the facts detailed above. According to Section 526 of the
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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California Code of Civil Procedure, an injunction may be granted for various reasons, at least three of which are relevant here: (1) When it appears by the complaint that the plaintiff is entitled to the relief demanded, and the relief, or any part thereof, consists in restraining the commission or continuance of the act complained of, either for a limited period or perpetually. (2) When it appears by the complaint or affidavits that the commission or continuance of some act during the litigation would produce waste, or great or irreparable injury, to a party to the action. (3) When it appears, during the litigation, that a party to the action is doing, or threatens, or is about to do, or is procuring or suffering to be done, some act in violation of the rights of another party to the action respecting the subject of the action, and tending to render the judgment ineffectual. C.C.P. 526 (emphasis added). The facts of this case compel the issuance of an injunction on each of these three grounds. First, as stated in the Complaint, Defendants seek an order restraining Plaintiffs from concealing, spending or otherwise disbursing any further monies from ______ except in the ordinary course of business. Second, Defendants have ample reasons to be concerned that Plaintiffs are diverting income for their sole benefit. (Decl., __.) A diversion of funds and waste of this sort constitutes an independent basis for issuance of injunctive relief. See, C.C.P. 526(2) Third, if Plaintiffs are not immediately restrained from spending or otherwise disbursing these funds, it is likely that there will be a continued misapplication of the revenues produced by _____. This result would certainly tend to render Defendants eventual judgment ineffectual. (Decl., __.) Plaintiffs diversion of revenues therefore

satisfies the statutory requirement of Section 536(3). Based on the foregoing, Defendants respectfully request that this Court issue a temporary restraining order pending the issuance of an injunction to prevent Plaintiffs from spending, concealing or otherwise disbursing any rents, issues profits or proceeds of _________. Such an order is essential to prevent the great, irreparable loss that will
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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otherwise fall on Defendants. Moreover, in view of the threat of immediate, irreparable harm to ________, the requested TRO should be granted on an ex parte basis, particularly since Plaintiffs have been given reasonable notice of this Application. Miller v. Superior Court, (1978) 22 Cal.3d 923, 929 (noting that a TRO may be granted ex parte, with the hearing held promptly - perhaps immediately). For the foregoing reasons, Cross-Complainants seeks a temporary restraining order and injunction in aid of the receiver, prohibiting their agents, officers, directors, employees, and representatives, or anyone in concert therewith, from engaging in, or performing, directly or indirectly, any or all of the following acts: a. Using, spending, distributing, or encumbering any of the funds of ________, and in particular those funds derived from the operations of ______. b. Directly or indirectly withdrawing monies from accounts of ________ for any purpose and shall not divers, restrict or convey any monies, property, assets or rights which are the property of _______. c. d. Incurring liabilities on behalf of _________. Expending, disbursing, transferring, assigning, selling, conveying, devising, pledging, mortgaging, creating a security interest in, encumbering, concealing or, in any manner whatsoever, deal in or dispose of the whole or any part of the business, including, but not limited to, the monies derived from the business of _________, without prior Court Order. e. Directly or indirectly interfering in any manner with the discharge of the receivers duties under the Order or receivers possession of the operation or management of __________. f. Impairing, defeating, diverting, preventing or prejudicing the preservation of _________, including the monies, or the preservation
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II. h. i. g.

of Plaintiffs interest in Mindys. Demanding, collecting, receiving discounts on in any other way divert or use any of the monies from _______, and specifically shall not take, directly or indirectly, any fees or distributions of monies during the pendency of this order. Modifying or otherwise amending the Bylaws or Articles. Holding any special meetings in an attempt to remove or add anyone to the board of directors or as an officer of the company. PLAINTIFFS SHOULD BE REQUIRED TO SHOW CAUSE WHY A RECEIVER SHOULD NOT BE CONFIRMED AND A PRELIMINARY INJUNCTION ISSUED Defendants have demonstrated that the appointment of a receiver and the issuance of an injunction are appropriate as a matter of law. Given the facts before this Court including ______, this Court should issue an order to show cause. Specifically, Plaintiffs should be required to show cause, if any exists, why _____ manage __________and collect all ______ pending the resolution of this litigation. (Decl., __.) VII. A. The Requested Relief Should Be Granted Ex Parte

[T]he appointment of a Receiver may be made ex parte and without notice if the imperative necessity or emergency is shown in the petitioners supporting affidavits. Misita v. Distillers Corp., Ltd., 54 Cal.App.2d 244, 250 (1942), see California Code of Civil Procedure Section 566 (by its terms, section 566 contemplates the ex parte appointment of a receiver.) An imperative necessity has been shown in the facts alleged herein. There is a substantial likelihood that, unless a Receiver is appointed, Plaintiffs rogue policies will cause _______ to suffer a significant loss of sales, reputation in the business community, and expose _______ to significant litigation on numerous fronts. Unless a receiver is appointed there is nearly no hope that _______will survive as a business more than a few months.
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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Cal. Rules of Court, Rule 3.1175 requires that for a receiver to be appointed, ex parte, the applicant must show: (1)The nature of the emergency and the reasons irreparable injury would be suffered by the applicant during the time necessary for a hearing on notice; (2)The names, addresses, and telephone numbers of the persons in actual possession of the property for which a receiver is requested, or of the president, manager, or principal agent of any corporation in possession of the property; (3)The use being made of the property by the persons in possession; and (4)If the property is a part of the plant, equipment, or stock in trade of any business, the nature and approximate size or extent of the business and facts sufficient to show whether the taking of the property by a receiver would stop or seriously interfere with the operation of the business. Here, is insolvent in that its liabilities exceed its assets and it is unable to pay its debts as they become due and owing. (____ Decl., ___.) It is anticipated that the appointment of a receiver will not have any further, negative impact on s business. Defendants have made a prima facie showing that they are entitled to the appointment of a Receiver and that if ex parte relief is not granted, s will continue to be endangered. There is abundant indicia of fraudulent -- and, at best, highly questionable -- conduct by Plaintiffs and s that meets the standards which other courts have found sufficient under this factor. This factor weighs heavily in favor of a receiver. III. ALTERNATIVELY, EXPEDITED DISCOVERY SHOULD BE ORDERED Defendants respectfully submits that the existing evidence is sufficient to warrant the appointment of a receiver. However, pre-trial discovery efforts, into s's financials were significantly thwarted. Notwithstanding a Court Order and Contempt Motion s has not produced its actual financial records, and Defendants have never had the opportunity to take discovery into that information or into subsequent events involving s' finances. Accordingly, in the event that the Court believes that additional evidence is appropriate or necessary before proper consideration of Defendants application, Defendants request expedited discovery regarding s'. Such discovery should include (without limitation) the
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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depositions of ________, the other officers and agents of s, their accountants and bookkeepers and any other persons or entities doing business with them and any other person or entity with knowledge of the pertinent facts. It also should include (without limitation) the production of complete records showing the sources of all funds and credit to s, its current net worth and assets, transactions between, in whole or in part, by Plaintiffs or persons related to them.

IV.

CONCLUSION For each of the foregoing reasons, the appointment of a Receiver to take possession

of s, to operate s business and to perform all other duties of a Receiver as necessary to protect the interests of s and for an order prohibiting from permitting or causing the transfer of any assets or make any payments outside the ordinary course of business. DATED: _______________

By:________________________

V.

Appointment Of A Receiver Is In The Best Interests Of The Creditors The existence of the significant transactions among affiliated entities of the Debtor

raises a substantial risk of the creditors of this estate will be harmed and that the assets of s will be dissipated. A continuing series of intra-family transactions has been shown, both
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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER

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in the documents uncovered in and the testimony of ______. As described above, s has received insufficient value for the transfers it has made to its management. Because the existing management is also involved in the management of the loans, its loyalties are divided. Existing management would have little interest in pursuing the recovery of the money. Accordingly, the interests of s can only be served by the appointment of a Receiver.

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DEFENDANTS EX PARTE APPLICATION IN SUPPORT OF ORDER TO SHOW CAUSE RE: APPOINTMENT OF RECEIVER AND TEMPORARY RESTRAINING ORDER IN AID OF RECEIVER PENDING INVOLUNTARY DISSOLUTION; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; [PROPOSED] ORDER