Euronext

Case 1:18-cv-07233-VM Document 10 Filed 09/21/18 Page 1 of 34
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
DMITRI GALINOV,
Plaintiff,
Case No.: 18-CV-07233 (VM)
v.
ANSWER
FASTMATCH, INC. and EURONEXT US INC.,
Defendants.
Defendants FastMatch, Inc. (“FastMatch,” or the “Company”) and Euronext US Inc.
(“Euronext,” and together with FastMatch, “Defendants,” and each a “Defendant”), by their
attorneys, Weil, Gotshal & Manges LLP, hereby answer Plaintiff Dmitri Galinov’s Complaint
dated August 8, 2018 (the “Complaint”). Each Defendant’s responses to the allegations
contained in the Complaint are made upon knowledge as to itself and its own acts and upon
information and belief as to all other matters, and each Defendant denies all allegations as to it
that are not expressly admitted herein (including insofar as any allegations are incorporated in
the Complaint’s headings and sub-headings). Defendants further assert Affirmative Defenses to
the claims asserted in the Complaint.
1. Defendants deny the allegations contained in Paragraph 1 of the Complaint,
except admit that FastMatch employed Galinov as Chief Executive Officer of FastMatch
pursuant to Galinov’s employment agreement with FastMatch, dated May 22, 2017 (the
“Employment Agreement”), that FastMatch is a financial technology company, and that
Euronext purchased an approximately 90% stake in FastMatch. Defendants aver that Galinov’s
pleading is fiction, and a transparent attempt to re-write history in his continuing efforts to obtain
money to which he was not and is not entitled. FastMatch’s Board of Directors (the “Board”)
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terminated Galinov for “Cause” (as that term is defined in the Employment Agreement) based on
numerous and fully-justified grounds, as expressly permitted under the Employment Agreement.
The dramatic nature, and multiple examples, of Galinov’s repeated acts of misconduct,
malfeasance, deceit, and self-dealing, and the ample bases for the Board’s decision, are
summarized in Defendants’ Second Affirmative Defense on pages 21-32 below.
except admit that Galinov served as Chief Executive Officer of FastMatch, and refer to the
referenced Employment Agreement and Stockholders’ Agreement for complete and accurate
statements of their terms.
except admit that Galinov served as Chief Executive Officer of FastMatch and that Vladislav
Rysin (“Rysin”) serves as Chief Technology Officer of FastMatch, and refer to FastMatch’s
applicable policies for a complete and accurate statement of their contents. Defendants aver that
after multiple investigations, (i) Galinov’s complaints were found to have been not only
meritless, but fabricated, and made in bad faith with ulterior motives, including as evidenced by
his offer to drop his complaints in return for monetary benefits, and (ii) the individuals accused
of wrong-doing by Galinov were fully exonerated.
except admit that Galinov was terminated for Cause, and aver that such termination for Cause
was proper.
except admit that Galinov was terminated by the Board, that Galinov accused certain directors of
wrong-doing, and that Vladislav Rysin has not been terminated by FastMatch. Defendants aver
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that after multiple investigations, (i) Galinov’s complaints were found to have been not only
of wrong-doing by Galinov were fully exonerated. The ample bases for the Board’s decision are
summarized in Defendants’ Second Affirmative Defense on pages 21-32 below.
6. Defendants deny the allegations contained in Paragraph 6 of the Complaint, and
aver that (i) Galinov improperly recorded meetings and calls without notice to the participants,
including a meeting from which he had expressly excused himself so the Board could meet in
executive session to discuss his compensation, (ii) it is not “standard” within FastMatch’s
industry, as a technology company, to record all phone calls, much less closed sessions of
meetings of boards of directors, and (iii) Galinov intentionally did not record his own phone line.
aver that (i) the Compliance Department of Euronext N.V. informed Galinov that there was no
conflict of interest in his participation in the Global Foreign Exchange Committee Disclosures
Working Group, which is one of the industry working groups established by the Global Foreign
Exchange Committee; (ii) the Chairman of FastMatch’s Board of Directors did not object to
Galinov participating in that working group during limited business hours; and (iii) the “global
code of conduct” to which Galinov refers in Paragraph 7 had already been developed and
published in the previous year.
8. Defendants admit, upon information and belief, the allegations contained in
Paragraph 8 of the Complaint.
9. Defendants admit the allegations contained in Paragraph 9 of the Complaint.
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except admit that Defendant Euronext US Inc. is a Delaware corporation with its principal place
of business in New York, New York.
11. Paragraph 11 of the Complaint purports to assert a legal conclusion to which no
response is required, but to the extent a response is required, Defendants admit that Galinov
purports to base the jurisdiction of the Court on the allegations contained in Paragraph 11 of the
Complaint, and aver that Defendants do not contest the Court’s subject matter jurisdiction at this
stage of the action.
response is required, but to the extent a response is required, Defendants admit those allegations.
response is required, but to the extent a response is required, Defendants admit those allegations.
14. Defendants deny knowledge or information sufficient to form a belief as to the
truth of the allegations contained in Paragraph 14 of the Complaint.
truth of the allegations contained in Paragraph 15 of the Complaint.
truth of the allegations contained in Paragraph 16 of the Complaint, except admit, upon
information and belief, that Galinov was previously employed by Credit Suisse.
truth of the allegations concerning Galinov’s state of mind or the basis of the termination of
Galinov’s employment with Credit Suisse, deny that Galinov was the sole founder of FastMatch,
admit the remaining allegations contained in Paragraph 17 of the Complaint, and aver upon
information and belief that FastMatch was formed by Forex Capital Markets LLC, Credit Suisse
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First Boston NEXT Fund, Inc., Galinov, and Rysin.
except admit that FastMatch operates a successful trading platform in the spot FX market, and
aver that FastMatch operates a highly successful platform, with excellent customer service and
superior products.
20. Defendants deny the allegations contained in Paragraph 20 of the Complaint, aver
that FastMatch is a financial technology company that provides an online platform for
institutional market participants to trade spot foreign exchange and precious metals, and refer to
FastMatch’s website for a complete and accurate statement of its contents.
except refer to the publications specifically identified therein, and any other “publications” that
may be implicated in the pleading, for a complete and accurate statement of their contents, and
aver that these awards have no bearing on, and predated, Galinov’s conduct that formed the basis
and justification for his termination for Cause.
aver that in September 2017, FastMatch launched a new product called FX Tape™, a centralized
streaming service that provides real-time last trade FX trade data to all subscribing market
participants. Defendants further aver that the trade data underlying FX Tape™ is comprised of a
diverse group of participating segments within the global marketplace, and that delayed (non-
streaming) data is available for purchase through the FastMatch website. Defendants refer to the
press release referenced in Paragraph 22 of the Complaint for a complete and accurate statement
of its contents.
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23. Defendants deny knowledge sufficient to form a belief as to the allegations
contained in the first sentence of Paragraph 23 of the Complaint, and deny the remaining
allegations contained in Paragraph 23.
except admit the allegations contained in the second sentence of Paragraph 24.
except admit Euronext acquired a controlling interest in FastMatch in 2017. Upon information
and belief, Defendants aver that beginning in 2015, FastMatch’s then-owners actively sought to
sell FastMatch and retained investment bankers to market the Company to several potential
buyers, including Euronext N.V.
except admit that Galinov, Rysin, Next Investors, LLC, FXCM Group, LLP, and BNY Capital
Corporation, among others, were shareholders in FastMatch prior to the acquisition. Defendants
further aver that Galinov’s use of the defined term “Selling Shareholders” throughout the
Complaint is incorrect and misleading, as it fails to include other FastMatch shareholders,
including a group of FastMatch employees identified in the Stock Purchase Agreement as “Key
Employees.”
except (i) admit that Euronext wanted Galinov to remain as FastMatch’s CEO following the
acquisition, (ii) refer to the Stock Purchase Agreement and the Employment Agreement for a
complete and accurate statement of their terms, (iii) admit that Galinov was terminated after the
end of the “Earn-Out Period” as defined in the Stock Purchase Agreement, and (iv) aver that
Galinov was terminated for Cause for the reasons summarized in the Second Affirmative
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Defense on pages 21-32 below, which established that Euronext’s belief that Galinov would be
an effective and honest CEO had been ill-founded, and that, instead, Galinov, by repeated
misconduct, malfeasance, deceit and self-dealing, had no business being an executive or a
director of any reputable company, much less a regulated one or an affiliate of a publicly-traded
one.
except admit that Euronext paid approximately $153 million in cash at closing, and refer to the
Stock Purchase Agreement for a complete and accurate statement of its terms.
29. Defendants deny the allegations contained in Paragraph 29 of the Complaint and
refer to the Stock Purchase Agreement and the Stockholders’ Agreement for a complete and
accurate statement of their terms, except admit that Galinov retained 1,437,575 shares of
FastMatch after Euronext acquired a controlling interest in FastMatch, that at the time of the
acquisition, Galinov’s shares represented approximately 8% of the Company’s outstanding
shares, and that Rysin retained shares representing approximately 2% of the Company’s
outstanding shares at the time of the acquisition.
31. Defendants deny the allegations contained in the first sentence of Paragraph 31 of
the Complaint, except admit that Galinov and FastMatch entered into an Employment
Agreement dated as of May 22, 2017 and refer to such Agreement for a complete and accurate
statement of its terms and scope; and admit the allegations contained in the second sentence of
Paragraph 31. Defendants aver that Euronext US Inc. is a wholly-owned subsidiary of Euronext
N.V.
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except (i) admit that Galinov was retained as CEO of FastMatch after Euronext acquired a
controlling interest in the Company, subject to the Company’s rights to terminate his
employment with or without Cause, and (ii) refer to the Employment Agreement for a complete
and accurate statement of its terms.
33-43. To the extent the allegations of Paragraphs 33-43 of the Complaint seek to
paraphrase or characterize excerpts of the Employment Agreement, the document speaks for
itself and Defendants refer to the Employment Agreement for a complete and accurate statement
of its terms, insofar as the Employment Agreement provided that Galinov’s employment was
terminable at any time for Cause. Defendants deny the allegations to the extent that they are
incomplete or inconsistent with the document as a whole.
44. Defendants admit the allegations contained in Paragraph 44 of the Complaint but
aver that the FastMatch Board of Directors terminated Galinov for Cause.
45. To the extent the allegations of Paragraph 45 seek to paraphrase or characterize
excerpts of the Employment Agreement, the document speaks for itself and Defendants refer to
the Employment Agreement for a complete and accurate statement of its terms. Defendants deny
the allegations to the extent that they are incomplete or inconsistent with the document as a
whole.
46. Defendants deny the allegations contained in the third sentence of Paragraph 46 of
the Complaint, admit the remaining allegations contained in Paragraph 46, and refer to the
Stockholders’ Agreement for a complete and accurate statement of its terms.
47-57. To the extent the allegations of Paragraphs 47-57 of the Complaint seek to
paraphrase or characterize excerpts of the Stockholders’ Agreement, the document speaks for
itself and Defendants refer to the Stockholders’ Agreement for a complete and accurate
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statement of its terms. Defendants deny the allegations to the extent that they are incomplete or
inconsistent with the document as a whole.
aver that the Earn-Out Payment was not payable to the Selling Shareholders because the Earn-
Out Target (as such terms are defined in the Stock Purchase Agreement) was not achieved.
59. To the extent the allegations of Paragraph 59 of the Complaint seek to paraphrase
or characterize excerpts of the Stockholders’ Agreement, the document speaks for itself and
Defendants refer to the Stockholders’ Agreement for a complete and accurate statement of its
terms. Defendants deny the allegations to the extent that they are incomplete or inconsistent with
the document as a whole.
except admit the allegations in the second sentence of Paragraph 60. Defendants aver that
Galinov’s allegation that “FastMatch contributed €2.9 million to Euronext's revenues, which rose
to €128.7 million – up 14.1% from the equivalent period a year earlier” refers misleadingly to
Euronext N.V., rather than Euronext US Inc., which is the entity that Plaintiff defined as
“Euronext,” and further, incorrectly suggests that the FastMatch revenue contribution caused the
14.1% increase in Euronext N.V.’s revenues. Defendants further aver that FastMatch’s revenue
is recognized in U.S. Dollars, rather than in Euros, but then translated into Euros for
consolidation into Euronext N.V.’s consolidated accounts.
aver that (i) Galinov’s allegations with respect to “Euronext” revenue misleadingly refer to
“Euronext;” (ii) FastMatch’s revenue is recognized in U.S. Dollars, rather than in Euros, but then
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translated into Euros for consolidation into Euronext N.V.’s consolidated accounts; and (iii)
Galinov’s business decisions regarding pricing, which he implemented contrary to the Board’s
guidance, resulted in ADV that did not proportionately correspond to higher earnings.
62. Defendants deny the allegations contained in Paragraph 62 of the Complaint, aver
that Galinov’s allegations with respect to “Euronext” revenue misleadingly refer to Euronext
N.V., rather than Euronext US Inc., which is the entity that Plaintiff defined as “Euronext,” and
refer to the referenced press release for a complete and accurate statement of its contents.
aver that (i) Galinov’s allegations with respect to “Euronext” revenue misleadingly refer to
“Euronext;” (ii) Galinov’s allegation that “Galinov's performance resulted in FastMatch
contributing another €5.2 million to Euronext's First Quarter, 2018 revenues, thereby increasing
Euronext's consolidated revenue by+ 15.9% to €146.7 million” incorrectly suggests that the
FastMatch revenue contribution caused the 15.9% increase in Euronext N.V.’s revenues; (iii)
FastMatch’s revenue is recognized in U.S. Dollars, rather than in Euros, but then translated into
Euros for consolidation into Euronext N.V.’s consolidated accounts; and (iv) Galinov’s business
decisions regarding pricing, which he implemented contrary to the Board’s guidance, resulted in
ADV that did not proportionately correspond to higher earnings.
refer to the Stock Purchase Agreement, the Employment Agreement, and the Stockholders’
Agreement for complete and accurate statements of their terms. Defendants (i) aver that Galinov
was a minority shareholder in FastMatch both before and after Euronext acquired a controlling
stock ownership interest – FastMatch was not “his” company; and (ii) aver upon information and
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belief that beginning in 2015, FastMatch’s then-owners actively sought to sell FastMatch and
retained investment bankers to market the Company to several potential buyers, including
Euronext N.V.
except admit that FastMatch operates a trading platform with data centers in New York, London,
and Tokyo that collectively run for 23.5 hours per day and 5.5 days per week. Defendants aver
that (i) FastMatch was provided with greater legal resources than it had prior to the Euronext
acquisition; and (ii) many of the Board meetings held after the Euronext acquisition were either
(a) required under the Stock Purchase Agreement and/or related agreements to deal with specific
issues requiring Board approval, (b) specifically requested by Galinov himself, or (c) required as
a result of Galinov’s repeated refusals to prepare for, or participate in, discussions on matters
properly noticed on the agenda of scheduled Board meetings, or to comply with Board
directions—some examples of which are included in Defendants’ Second Affirmative Defense
on pages 21-32 below.
aver that FastMatch’s Board of Directors terminated Galinov for “Cause” based on multiple,
justified grounds, as expressly permitted under his Employment Agreement, and as summarized
in Defendants’ Second Affirmative Defense on pages 21-32 below.
aver that after multiple investigations, (i) Galinov’s complaints were found to have been not only
of wrong-doing by Galinov were fully exonerated.
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68. Defendants deny the allegations contained in Paragraph 68 of the Complaint.
aver that (i) Euronext N.V.’s Compliance Department conducted an investigation of Galinov’s
purported concerns, despite Galinov offering almost immediately to withdraw his allegations in
exchange for the Board (a) granting Galinov a bonus in addition to that to which he was
contractually entitled and (b) granting Galinov and his wife the opportunity to trade securities
despite a trading freeze; (ii) Galinov’s complaints were found to have been fabricated and made
in bad faith with ulterior motives, including as evidenced by his offer to drop his complaints in
return for monetary benefits; and (iii) the individuals accused of wrong-doing by Galinov were
fully exonerated.
except deny knowledge or information sufficient to form a belief as to the state of Galinov’s
marriage.
aver that Galinov’s allegation, regarding a statement that he asserted had been made by a senior
member of Euronext Group, was made in bad faith and for an improper purpose, as evidenced by
his offering to withdraw his allegation in exchange for (a) reconsideration of his bonus request,
and (b) the right to sell his and his wife’s shares in Euronext N.V. despite the trading freeze then
in effect.
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except deny knowledge or information sufficient to identify the “female Euronext executive” to
whom Galinov purports to refer in Paragraph 75.
aver that (i) during the course of an investigation by Euronext N.V.’s Human Resources
Department into a spurious complaint lodged by Galinov in bad faith against members of the
FastMatch Board as a bargaining chip to extract financial concessions from the Board, Galinov
added that he now wanted to complain about a single remark allegedly made to him months
earlier, and (ii) an investigation of Galinov’s complaint about that alleged remark was conducted.
except admit that (i) the head of Euronext N.V.’s Risk and Compliance Department sent a letter
to Galinov on February 18, 2018, after learning that Galinov had surreptitiously recorded phone
calls and meetings at FastMatch, and then had listened to a recording of a closed session of the
FastMatch Board, and refer to that letter for a complete and accurate statement of its contents;
and (ii) Galinov received a bonus of $406,249.95 for 2017, which represented the specific bonus
amount outlined in Galinov’s employment agreement (pro-rated for the post-acquisition period)
plus an additional amount for the pre-acquisition period pursuant to a side letter entered into
between Galinov and the pre-acquisition FastMatch Board of Directors.
except admit that (i) Galinov received an overall weighted rating of 1.43 out of 5 in his 2017
annual performance review and (ii) Galinov received a bonus of $406,249.95 for 2017, which
represented the specific bonus amount outlined in Galinov’s employment agreement (pro-rated
for the post-acquisition period) plus an additional amount for the pre-acquisition period pursuant
to a side letter entered into between Galinov and the pre-acquisition FastMatch Board of
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Directors.
except (i) deny knowledge sufficient to form a belief as to the truth of the allegations regarding
Galinov’s feedback and reviews prior to Euronext’s acquisition of a controlling stock ownership
interest in FastMatch; and (ii) admit that Profit & Loss named Galinov “FX Person of the Year,”
Financial News named FastMatch the "Best Foreign Exchange Trading Platform," Profit & Loss
awarded FastMatch its Readers' Choice Award for "Best FX ECN," and FX Week presented
FastMatch with its e-FX Award for "Best e-FX Trading Venue. Defendants aver that, as asserted
by Galinov himself in Paragraph 21 of the Complaint, these “awards” were given prior to
Euronext’s acquisition of a controlling stock ownership interest in FastMatch.
except, to the extent the allegations of Paragraph 80 seek to paraphrase or characterize excerpts
of Galinov’s written performance review for 2017, the complete document speaks for itself and
Defendants refer to Galinov’s written performance review for a complete and accurate statement
of its contents. Defendants deny the allegations to the extent they are incomplete or inconsistent
with the document as a whole.
except, to the extent the allegations of Paragraph 81 seek to paraphrase or characterize excerpts
of Galinov’s written performance review for 2017, the complete document speaks for itself and
Defendants refer to Galinov’s written performance review for a complete and accurate statement
of its contents. Defendants deny the allegations to the extent that they are incomplete or
inconsistent with the document as a whole, and aver that the inaccurate information provided by
Galinov to the FastMatch Board was unrelated to the spurious and unfounded allegations he
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made to Euronext N.V.’s Compliance and Human Resources Departments.
aver that the awards mentioned by Galinov have no bearing on, and predated, Galinov’s conduct
that formed the basis and justification for his termination for Cause.
except admit that Lee Hodgkinson, the Chairman of the Board, conducted Galinov’s
performance reviews and that Euronext N.V. announced on January 25, 2018 that Mr.
Hodgkinson would depart from Euronext N.V. later in 2018. Defendants aver that (i) prior to his
performance review, Galinov had been informed that Mr. Hodgkinson would perform the
review, to which Galinov did not object at the time, and (ii) Galinov first voiced an objection to
Mr. Hodgkinson performing the review only after Mr. Hodgkinson, in his role as Chairman of
the Board, refused to support Galinov’s demand that the Stockholders’ Agreement be amended
for Galinov’s financial benefit.
aver that (i) the Compliance Department of Euronext N.V. informed Galinov, in response to this
inquiry, that there was no conflict of interest in his participation in the Global Foreign Exchange
Committee Disclosures Working Group, which is one of the industry working groups established
by the Global Foreign Exchange Committee; (ii) the Chairman of FastMatch’s Board of
Directors did not object to Galinov participating in this working group during limited business
hours; and (iii) the “global code of conduct” to which Galinov refers in Paragraph 84 had already
been developed and published in the previous year.
except deny knowledge or information sufficient to identify the purported email referenced in
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Paragraph 85, and refer to any such email for its complete and accurate contents.
except admit that (i) FastMatch hand-delivered a termination notice to Galinov on June 6, 2018,
signed by Alain Courbebaisse (to which Defendants refer for a complete and accurate statement
of its contents) and (ii) FastMatch responded to press inquiries regarding Galinov’s departure;
and aver that FastMatch determined at the time not to publicly disclose either that Galinov had
been terminated by FastMatch for Cause or all of the many instances of Galinov’s wrongdoing,
deceit, and breaches of duty (as summarized in part in Defendants’ Second Affirmative Defense
below at pages 21-32).
response is required, but to the extent a response is required, Defendants deny those allegations,
and refer to the Employment Agreement and the termination notice sent to Galinov for complete
and accurate statements of their contents.
refer to the termination notice sent to Galinov for a complete and accurate statement of its
contents.
response is required, but to the extent a response is required, Defendants deny those allegations.
except admit that, pursuant to the terms and requirements of the Stockholders’ Agreement,
FastMatch sent Galinov a securities purchase notification on June 19, 2018, and refer to the
notification for a complete and accurate statement of its contents.
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response is required, but to the extent a response is required, Defendants deny those allegations
and aver that Galinov had in fact sold his shares to Euronext prior to filing his Complaint, and
did not reserve any rights with respect to such sale.
FIRST CAUSE OF ACTION
BREACH OF THE EMPLOYMENT AGREEMENT
(Against All Defendants)
93. Defendants repeat and reallege each of the responses contained in Paragraphs 1
through 92 of this Answer as if fully set forth herein.
except admit that the Employment Agreement constitutes a valid and binding contract between
Galinov and FastMatch.
and refer to the Employment Agreement for a complete and accurate statement of its terms.
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SECOND CAUSE OF ACTION
TORTIOUS INTERFERENCE WITH THE EMPLOYMENT AGREEMENT
(Pleaded in the Alternative Against Euronext)
100. Although the Second Cause of Action is pleaded only as against Euronext, and
thus requires no response by FastMatch, for the avoidance of doubt, both Defendants repeat and
reallege each of the responses contained in Paragraphs 1 through 99 of this Answer as if fully set
forth herein.
response is required, but to the extent a response is required, Defendants admit that the
Employment Agreement constitutes a valid and binding contract between FastMatch and
Galinov.
and aver that only one member of the FastMatch Board of Directors at the time of Galinov’s
termination was an employee of Euronext US Inc.
THIRD CAUSE OF ACTION
BREACH OF THE STOCKHOLDERS' AGREEMENT
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except admit that the Stockholders’ Agreement constitutes a valid and binding contract, and refer
to the Stockholders’ Agreement for a complete and accurate statement of its terms.
FOURTH CAUSE OF ACTION
VIOLATION OF NEW YORK CITY HUMAN RIGHTS LAW

RETALIATION (New York City Administrative Code § 8-107, subd. 7)
except admit that (i) during the course of an investigation by Euronext N.V.’s Human Resources
Department into a not merely meritless, but spurious complaint lodged by Galinov against
members of the FastMatch Board as a bargaining chip to extract financial concessions from the
Board, Galinov added that he now wanted to complain about a single remark allegedly made to
him in a conversation months earlier, and (ii) an investigation of Galinov’s complaint about that
alleged remark was conducted. Defendants aver that Galinov offered to drop his complaint—
knowing it was spurious—in return for personal financial benefits.
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FIFTH CAUSE OF ACTION
VIOLATION OF NEW YORK STATE HUMAN RIGHTS LAW

RETALIATION (New York Executive Law § 290 et seq.)
DEMAND FOR RELIEF
Defendants admit that Galinov purports to seek the relief set forth in “Wherefore” clauses
(a) through (g) of the Complaint, but deny the allegations contained in “Wherefore” clauses (a)
through (g) and deny that Galinov is entitled to any relief whatsoever in this action.
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AFFIRMATIVE DEFENSES
Defendants do not allege or admit that they bear the burden of proof with respect to any
of the following matters or defenses, nor do Defendants assume the burden of proof with respect
to any matters where the burden of proof would otherwise be borne by Galinov. Defendants
reserve the right to amend this pleading to assert additional defenses, and to supplement, alter, or
change their answers, and the defenses asserted herein, including upon ascertaining additional
facts, whether in discovery or otherwise. Subject to such limitations and reservations,
Defendants assert the following affirmative defenses to Galinov’s claims:
FIRST AFFIRMATIVE DEFENSE
The Complaint, and each claim for relief, fails, in whole or in part, to state a claim upon
which relief can be granted, as to each or any Defendant.
SECOND AFFIRMATIVE DEFENSE
Galinov’s claims are barred because Galinov’s conduct constituted “Cause” for the
termination of Galinov’s employment pursuant to the terms of the Employment Agreement and
the Stockholders’ Agreement. In short, it would have been difficult to explain why any
responsible Board would not have terminated Galinov for Cause, and instead would have
permitted him to stay in office and continue his dishonest and self-dealing machinations. The
ample grounds for Galinov’s termination for “Cause” are summarized, without limitation, as
follows.
(A) Galinov Repeatedly Sought to Line His Own Pockets, With No Regard for Either
FastMatch’s Best Interests or His Own Fiduciary and Contractual Obligations
Beginning immediately following Euronext’s acquisition of a controlling interest in
FastMatch in mid-August 2017 and continuing throughout the remaining ten months of his
employment with FastMatch, Galinov, as the Chief Executive Officer and a member of the
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FastMatch Board of Directors, engaged in a consistent and unmistakable pattern of deception and
self-dealing. In gross disregard and violation of his fiduciary, contractual and common law
obligations as both an officer and director of FastMatch, Galinov repeatedly and intentionally put
his personal financial interests and desires ahead of the business, operational and financial
interests of the Company and its other shareholders, to its and their expense.
(i) Immediately After Euronext’s Acquisition of FastMatch, Galinov Refused to

Perform His Job Duties Unless the Company Addressed His Personal Tax
Liability
In what would later be recognized as a portent of Galinov’s self-serving and self-
interested behavior in the months to come, within a matter of days after the acquisition closed,
Galinov informed members of the FastMatch and Euronext boards that he did not “consider [the]
transaction closed” because he was disappointed by the amount of income tax withheld from his
sale proceeds by FastMatch’s payroll processor. Galinov refused to conduct Company business
until his personal tax situation was resolved, instructed Company counsel that the resolution of
his personal tax liability amount was to be her first priority, and insisted that the first post-
closing meeting of the Board focus on his demand that Euronext reimburse him for his personal
accounting and legal expenses. Galinov told the Board that he had not known what his tax
liability from the transaction would be—even though he had received written advice from his
accountants prior to the closing—demonstrating to the Board (for the first of many times) that
Galinov’s modus operandi would be that of a “shakedown” artist who seeks to rewrite history
and deny plain facts to suit his own purposes. Galinov even went so far as to ask the Board and
the Company’s external accountants to manipulate the valuation of FastMatch to decrease his tax
exposure – a request that was forcefully rebuffed.
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(ii) Galinov Continued to Hold His Performance of Job Duties Hostage to His
Demands for Personal Benefits, in Breach of Material Fiduciary and
Contractual Duties That He Owed as CEO and a Director of FastMatch
Galinov’s blatantly self-interested behavior immediately post-closing only continued and
worsened during the following months. Notwithstanding his fiduciary and other obligations
under common law, as well as under his Employment Agreement, Galinov refused to perform
some of the most basic aspects of his position as Chief Executive Officer and as a director of the
Company. For example, Galinov:
 Refused to participate in a Board meeting, which he had scheduled for the stated
purpose of seeking approval of an important business initiative, unless the Board first
approved his demand to amend the Stockholders’ Agreement for his own benefit;
 Refused to create materials for Board meetings (a standard task for similarly-situated
CEOs), even though he had regularly done so prior to the acquisition by Euronext;
 Refused to participate in business meetings with other FastMatch or Euronext
personnel (even business meetings that Galinov himself had called or requested) if he
did not like the people attending the meeting;
 Objected to his performance review being delivered by the Chairman of the Board,
rather than a Board member whom Galinov believed had more specialized knowledge
of the business, even though Galinov’s Employment Agreement made clear that he
reported to the Chairman of the Board;
 Refused to participate in business update calls which included the very Board member
who Galinov argued should have performed his review, unless the Chairman of the
Board also participated in the update calls; and
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 Impeded FastMatch’s integration into the Euronext Group1—rather than facilitating
such integration, as his Employment Agreement and the Stockholders’ Agreement
required—by, for example, physically expelling Euronext and Euronext N.V.
personnel from FastMatch offices despite such personnel performing services for
FastMatch, and resisting efforts to implement Euronext N.V. compliance and legal
controls.
(iii) Galinov Fabricated Allegations of Kickbacks and Harassment to Gain

Leverage in Bonus Negotiations – and Then Offered to Drop His Charges for
Monetary Gain
Galinov’s self-interested conduct continued unabated and became even more brazen. On
February 4, 2018, in an effort to create leverage for Board approval of his demand for an
additional personal bonus that Galinov mistakenly believed the Board would be addressing for
the first time the next day—and immediately after the Board had refused to support Galinov’s
demand to renegotiate the Stockholders’ Agreement for his own benefit—Galinov sent an email
to two members of Euronext N.V.’s Compliance Department (the “Compliance Department” or
“Compliance”) alleging that two individuals— a FastMatch employee whom he had just
terminated, as well as a Board member who had requested that Galinov explain at the next day’s
Board meeting his decision to terminate the aforementioned employee—had made a deal with a
vendor to receive kickbacks in return for causing FastMatch to purchase the vendor’s software.
The Compliance Department immediately began an investigation into Galinov’s claims.
Quickly, it became clear that Galinov had no legitimate basis for these allegations, and that he
had fabricated these malicious and spurious charges (which he now disingenuously attempts to
restyle as “whistle-blowing”) in an effort to gain leverage in bonus negotiations. The bad faith
1
“Euronext Group” is defined in the Employment Agreement as “any company or entity of the Euronext N.V. group
of companies.”
24
nature of Galinov’s charges and claims is evidenced not only by the suspicious timing of his
complaint, but also by his utter lack of any investigation into his supposed suspicions before
lodging his complaint, and further, by the remarkable fact that only days after asserting his
Compliance complaint, Galinov offered to drop that complaint completely, if the Board would
(i) reconsider his demand for a bonus significantly larger than that to which he was entitled
under his Employment Agreement, and which the Board had rejected on February 5, and also
(ii) exempt Galinov and his wife from a trading freeze that had been instituted for many senior
executives and directors of Euronext N.V., Euronext, and FastMatch pending the
investigation into Galinov’s own Compliance complaint. The Company refused Galinov’s
obvious attempt at yet another “shake-down.”
Compliance’s internal investigation revealed that Galinov’s allegations of a supposed
“kickback” scheme were utterly baseless, as was the case with Galinov’s subsequent Human
Resources complaint of purported “harassment” by various executives and directors of Euronext
N.V., Euronext, and FastMatch. As with his Compliance complaint, Galinov also offered to
drop his Human Resources complaint almost immediately after making these allegations,
stating explicitly to an HR representative that he did not care about his relationships with the
Board members as long as (i) the Board reconsidered granting his requested bonus and (ii) he
could sell his Euronext N.V. stock despite the trading freeze then in effect. Galinov’s
proposals to drop his complaints in exchange for personal remuneration both further evidenced
the bad faith nature of his complaints, and highlighted Galinov’s continued pattern of egregious
behavior whereby he ignored or abused proper governance practices to put his own best interests
before those of the Company.
25
(B) Galinov Recorded Closed Sessions of Board Meetings without Board Knowledge,
and Thereafter Listened to the Recording of a Confidential, Executive Session
Discussion of His Bonus Request
Also in February 2018, the Board learned for the first time that Galinov had set up a
system for recording calls taking place within the New York offices of FastMatch that was
contrary to both firm policy and standard practice in the financial technology industry.
Galinov’s system recorded calls for nearly every phone line in the office—but he inexplicably
exempted his own business phone line. Among the lines he recorded was the conference room
line used for FastMatch Board of Directors telephonic meetings, as well as by Board members
and Euronext legal counsel for confidential conference calls, yet Galinov never told the members
of the Board (or any other Euronext executives) that such recording was taking place. Consistent
with his course of egregiously self-interested behavior, Galinov recorded and listened to a
confidential, executive session portion of a Board meeting during which Galinov’s request for an
extra bonus for himself was discussed – despite the fact that Galinov had expressly stated he was
excusing himself from that portion of the Board call and then had left the conference room.
When later asked about this recording in the course of an investigation initiated by FastMatch,
Galinov first asserted that he had the right to listen to the recording even though he had excused
himself; and he then offered the patently bogus explanation that when he thereafter deliberately
accessed the recording, supposedly in order to identify the meeting, he had only inadvertently
and coincidentally happened to listen to precisely that portion of the call. Galinov’s explanation
not only lacked credibility on its face, but was controverted by (i) accounts from both a co-
worker and Galinov’s assistant, who had already, by having listened to non-confidential portions,
advised Galinov that the recording was indeed the one he was seeking, as well as (ii) phone
records of the events in question.
26
(C) Galinov Manipulated FastMatch Business Dealings to Benefit Himself Financially

and to the Detriment of the Company
In addition to the foregoing wrongdoing, each of which independently constitutes an
adequate basis for Galinov’s termination for Cause, Galinov also misused his power and
authority as CEO in numerous other ways designed to benefit himself financially and without
regard for (and even to the detriment of) the best interests of the Company.
Galinov’s conduct in this regard sought to exploit two aspects of Euronext’s acquisition
of FastMatch that afforded Galinov the opportunity for additional financial benefit (above and
beyond his compensation as CEO) based on FastMatch’s EBITDA during the years immediately
following the acquisition. First, the Stock Purchase Agreement required Euronext to pay the
selling shareholders an additional $10 million (the so-called “Earn-Out Payment”) if FastMatch
were to achieve a certain level of EBITDA2 (the “Earn-Out Target”) for the first year post-
acquisition. As one of the selling shareholders, Galinov stood to receive approximately $1.3
million of any Earn-Out Payment. Second, the Stockholders’ Agreement required Galinov to
sell his remaining FastMatch shares to Euronext at any time of Galinov’s choosing between the
second and fourth anniversaries of the acquisition, at a price based on FastMatch’s EBITDA over
the preceding twelve (12) months (the “Put Obligation”). Thus, Galinov knew that by
maximizing the Company’s short-term EBITDA, he would enhance his likelihood of receiving
an Earn-Out Payment, and increase his potential payout from the Put Obligation.
Of course, as CEO and a member of the Board, Galinov, as a matter of law, still owed
fiduciary duties to act in the Company’s best interests, including duties of due care, good faith,
loyalty, and candor, none of which were eliminated or diminished by his personal financial
opportunities in connection with the Earn-Out Target and the Put Obligation: indeed, the Stock
2
As further modified by the Stock Purchase Agreement, EBIDTA is calculated as FastMatch’s earnings for the
period ended May 30, 2018, before interest, taxes, depreciation and amortization.
27
Purchase Agreement confirmed and emphasized such obligation by specifying that any efforts to
achieve the Earn-Out Target must also be in the best interests of the Company. Nevertheless,
post-acquisition, Galinov ignored his contractual obligations and fiduciary duties, opting instead
to focus his efforts exclusively on maximizing short-term EBITDA for the purpose of achieving
the Earn-Out Target and boosting the price that would apply to the sale of his remaining shares,
without regard for—and indeed, even in ways directly contrary to—the Company’s best
interests.
(i) Galinov Pushed for a Sham Deal Solely to Guarantee He Would Receive an
Earn-Out Payment
Among the most blatant examples of Galinov’s self-interested behavior was his initiation,
proposal, structuring, and repeated restructuring of a sham licensing transaction for FastMatch
technology with a counter-party (which counter-party would then share in the Earn-Out Payment
should the Earn-Out Target be met). In the first version of the “deal,” that counter-party’s
obligation to pay a licensing fee was expressly contingent upon (i) achievement of the Earn-Out
Target, and (ii) inclusion of this contingent fee in the Earn-Out EBITDA calculation. When
FastMatch declined to sign onto the transaction, as structured, to guarantee the treatment of the
fee vis-à-vis the Earn-Out, Galinov then restructured the proposed transaction to dramatically
front-load the licensing fees into the Earn-Out Period, while further incentivizing the counter-
party, at FastMatch’s expense and to its detriment, by converting the arrangement into a
perpetual license which FastMatch had never before granted. Galinov was then informed that
even if the payments were all made almost immediately, FastMatch’s accounting practices,
which were consistent with generally accepted accounting principles (GAAP) then in effect,
required deferred revenue recognition of these fees over time, due to the perpetual nature of the
license. Undeterred in his quest to push through this self-interested deal, Galinov then sought to
28
pressure the FastMatch Board to adopt revised accounting policies and principles in the hope that
this would permit more of the front-loaded payments to be recognized within the Earn-Out
Period; and he even pushed both the FastMatch Board and Euronext for an amendment to the
Stock Purchase Agreement itself in order for the licensing fee (which was contingent, and
payable, if at all, after the end of the Earn-Out Target calculation period) to count towards the
Earn-Out Target.
(ii) Galinov Sabotaged a Significant FastMatch Transaction to Secure a Better

Price When Selling His Stock
As another example of Galinov’s choosing to ignore his fiduciary duties in favor of his
own self-interest, Galinov repeatedly (i) stalled an important FastMatch business opportunity in
order to avoid short-term costs that may have affected the sale price of Galinov’s remaining
equity in the Company if he chose to sell at the earliest possible date (the second anniversary of
the acquisition), and (ii) misrepresented to the Board his reasons for stalling the project. After
originally advocating for the transaction, and stating that he believed the opportunity would be
“hugely beneficial” to FastMatch and would give the Company a “first mover advantage” in the
relevant sector, at a FastMatch Board meeting on February 1, 2018, scheduled specifically to
finalize the business plan for this opportunity, Galinov suddenly refused to even discuss the
opportunity unless and until, as a quid pro quo, the Board first addressed his purely self-
interested demand that the Board amend the Stockholders’ Agreement to remove a cap on his
potential earnings from selling his remaining FastMatch shares to Euronext—as he expected that
FastMatch’s business opportunities could result in exceeding the cap. Galinov effectively
attempted to hold the Board hostage (yet again) by declaring at the meeting that he would not
move forward with that significant business opportunity unless the Board and Euronext would
agree to remove the cap. The other Board members refused to cave in to Galinov’s demand to
29
remove the cap.
Having been rebuffed in his ransom demand, Galinov made good on his threat to impede
this FastMatch business opportunity and did not submit the Company’s business plan to its deal
partner, despite the Board’s instruction that he do so. Indeed, by the time, months later, when
Galinov’s employment was finally terminated, he still had not submitted the business plan. Over
time, Galinov offered a litany of spurious excuses for his delay, including: his sudden and
belated demand that the governance and executive structure related to the initiative be changed
wholesale; repeated demands, unsupported by any factual bases, that the financial models that he
had both reviewed months beforehand and validated, needed to be re-reviewed by him, again and
again; and that he and Vladislav Rysin (the Company’s Chief Technology Officer) just did not
have time to spend on the project because they were both going on vacation.
Despite his excuses, Galinov made his true colors crystal clear when he stated that
Euronext would have to “make it right” financially for him and Rysin in order for Galinov to be
willing to proceed with the project. Galinov further threatened that if the Board decided to move
forward with the project over his objections, he would use his power as CEO to delay the project
by failing to allocate the necessary and appropriate resources, and that he had learned to play that
game well from his days as an employee of Credit Suisse. Of course, he offered no reason why
such delay and sabotage would be in the best interests of the Company, rather than his own
personal financial interests.
(D) Galinov Repeatedly Abused His Position as CEO for Personal Gain
These repeated material and unconscionable breaches of Galinov’s contractual and
common law fiduciary obligations were not the only ones. Among countless other acts of self-
dealing and malfeasance, and by way of example, Galinov:
30
 attempted to sell an asset of the Company to a former colleague who serves as the
head of a private fund, even though the Board had not authorized Galinov to do so,
and had no intention of selling this asset. Upon information and belief, Galinov (i) is
currently an investor in this former colleague’s private fund, and (ii) further sought to
structure this proposed sale so that he would be paid individually, in addition to and
apart from the purchase price being made to FastMatch;
 solicited offers from other companies, including former shareholders, to purchase
FastMatch from Euronext, even though the Board had not authorized Galinov to
solicit such offers, and Euronext had no intention of selling its shares in FastMatch;
 repeatedly misled the FastMatch Board on business matters through affirmative
misstatements and intentional omissions;
 sought to eliminate bonuses for all employees other than himself and Vladislav Rysin,
and to eliminate the Company’s employee 401(k) contributions, without regard for
such actions’ likely adverse effect on the Company’s employees, morale and
turnover, in order to avoid short-term costs that might adversely affect the likelihood
of the Company meeting the Earn-Out or which might minimize the value of his
remaining stock ownership interest upon exercising his Put Obligation rights; and
 was so petty in his self-interest that he refused to proceed with an important Company
marketing event unless his wife’s company could provide the event staffing and
entertainment services (without going through the required FastMatch approval
process for Related Party Transactions), thereby costing the Company a significant
marketing opportunity that Galinov himself had been touting as having great value to
the Company.
31
Galinov performed all of these actions in disregard of: (1) the best interests of FastMatch,
(2) express directions from the FastMatch Board of Directors, (3) the fiduciary duties that he
owed to FastMatch as an officer and director, and (4) the policies of the Company.
THIRD AFFIRMATIVE DEFENSE
Galinov has not alleged facts sufficient to support an award of damages of any amount, or
interest, costs, attorneys’ fees, or any other relief, as to any of his asserted claims for relief.
FOURTH AFFIRMATIVE DEFENSE
Galinov’s claims are barred because the FastMatch Board of Directors exercised its
permitted business judgment in determining to terminate Galinov for his actions and activities,
which constituted “Cause” for the termination of his employment.
FIFTH AFFIRMATIVE DEFENSE
Galinov’s first, fourth, and fifth causes of action do not state a claim for relief against
Euronext US Inc., which entity did not employ Galinov and was not a party to his Employment
Agreement.
SIXTH AFFIRMATIVE DEFENSE
To the extent any of Galinov’s allegations are deemed to include conduct by Euronext US
Inc. and/or its Board of Directors (and without waiving Euronext US Inc.’s denials of same in its
Answer and other Affirmative Defenses), any conduct by Euronext US Inc. and/or its Board of
Directors was lawful and within its permitted business judgment.
SEVENTH AFFIRMATIVE DEFENSE
Galinov’s claims are barred because Galinov failed to satisfy both his obligations under
his employment agreement with FastMatch and his fiduciary duties as an officer and director of
FastMatch, and/or acted in bad faith in respect of such obligations.
32
EIGHTH AFFIRMATIVE DEFENSE
Galinov’s claims with respect to alleged retaliation are barred because even if Defendants
took adverse action against Galinov as a result of his participation in what Galinov now self-
servingly describes as protected activity (all of which Defendants deny), Defendants had valid,
lawful reasons for taking the adverse action, including after the determination that such
allegations and characterization by Galinov were both baseless and pretextual.
NINTH AFFIRMATIVE DEFENSE
Galinov’s claims are barred by the doctrines of unclean hands, waiver, and estoppel.
TENTH AFFIRMATIVE DEFENSE
Galinov’s claims for breach of contract and (as asserted against Euronext US Inc.)
tortious interference are barred because Defendants fully satisfied their obligations under the
relevant contracts and Euronext US Inc. did not interfere with anyone’s contractual rights or
obligations.
ELEVENTH AFFIRMATIVE DEFENSE
Galinov’s claims are barred because Defendants have acted reasonably at all times and in
good faith toward Galinov and have not violated any rights that may be available to Galinov
under federal, state, or local laws, rules, regulations, or guidelines, or common law.
TWELFTH AFFIRMATIVE DEFENSE
Galinov is not entitled to damages because Galinov would be unjustly enriched by the
award of any of the monetary relief that he seeks.
THIRTEENTH AFFIRMATIVE DEFENSE
Galinov is not entitled to attorneys’ fees because attorneys’ fees are generally not
recoverable under New York law or any other applicable law, and there is no legal or factual
33
basis in this action to depart from that general rule.
FOURTEENTH AFFIRMATIVE DEFENSE
Galinov is not entitled to any punitive damages under the New York City Human Rights
Law because Defendants did not engage in any conduct constituting sexual harassment nor any
conduct constituting willful or wanton negligence, recklessness, and/or a conscious disregard of
the rights of others, as required for punitive damages to be awarded.
WHEREFORE, each Defendant respectfully requests that the Court (i) deny each and all
of Galinov’s claims for relief; (ii) dismiss the Complaint and each claim for relief therein with
prejudice; (iii) award Defendants their costs of defense, including their reasonable attorneys’ fees
incurred in connection therewith; and (iv) grant such other and further relief in favor of
Defendants, and each of them, as the Court deems just and proper.
Dated: New York, New York

September 21, 2018
/s/ Jeffrey S. Klein______________

Jeffrey S. Klein
Ami Zweig
Thomas McCarthy
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
jeffrey.klein@weil.com
Attorneys for Defendants FastMatch, Inc. and

Euronext US Inc.
34

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Case 1:18-cv-07233-VM Document 10 Filed 09/21/18 Page 1 of 34

UNITED STATES DISTRICT COURT

Defendants FastMatch, Inc. (“FastMatch,” or the “Company”) and Euronext US Inc.

the claims asserted in the Complaint.

1. Defendants deny the allegations contained in Paragraph 1 of the Complaint,

“Employment Agreement”), that FastMatch is a financial technology company, and that

summarized in Defendants’ Second Affirmative Defense on pages 21-32 below.

2. Defendants deny the allegations contained in Paragraph 2 of the Complaint,

statements of their terms.

3. Defendants deny the allegations contained in Paragraph 3 of the Complaint,

of wrong-doing by Galinov were fully exonerated.

4. Defendants deny the allegations contained in Paragraph 4 of the Complaint,

5. Defendants deny the allegations contained in Paragraph 5 of the Complaint,

summarized in Defendants’ Second Affirmative Defense on pages 21-32 below.

6. Defendants deny the allegations contained in Paragraph 6 of the Complaint, and

7. Defendants deny the allegations contained in Paragraph 7 of the Complaint, and

published in the previous year.

8. Defendants admit, upon information and belief, the allegations contained in

Paragraph 8 of the Complaint.

9. Defendants admit the allegations contained in Paragraph 9 of the Complaint.

10. Defendants deny the allegations contained in Paragraph 10 of the Complaint,

of business in New York, New York.

11. Paragraph 11 of the Complaint purports to assert a legal conclusion to which no

stage of the action.

12. Paragraph 12 of the Complaint purports to assert a legal conclusion to which no

13. Paragraph 13 of the Complaint purports to assert a legal conclusion to which no

14. Defendants deny knowledge or information sufficient to form a belief as to the

truth of the allegations contained in Paragraph 14 of the Complaint.

15. Defendants deny knowledge or information sufficient to form a belief as to the

truth of the allegations contained in Paragraph 15 of the Complaint.

16. Defendants deny knowledge or information sufficient to form a belief as to the

17. Defendants deny knowledge or information sufficient to form a belief as to the

First Boston NEXT Fund, Inc., Galinov, and Rysin.

18. Defendants deny the allegations contained in Paragraph 18 of the Complaint,

19. Defendants admit the allegations contained in Paragraph 19 of the Complaint.

FastMatch’s website for a complete and accurate statement of its contents.

21. Defendants deny the allegations contained in Paragraph 21 of the Complaint,

and justification for his termination for Cause.

23. Defendants deny knowledge sufficient to form a belief as to the allegations

allegations contained in Paragraph 23.

24. Defendants deny the allegations contained in Paragraph 24 of the Complaint,

25. Defendants deny the allegations contained in Paragraph 25 of the Complaint,

buyers, including Euronext N.V.

26. Defendants deny the allegations contained in Paragraph 26 of the Complaint,

Complaint is incorrect and misleading, as it fails to include other FastMatch shareholders,

27. Defendants deny the allegations contained in Paragraph 27 of the Complaint,

misconduct, malfeasance, deceit and self-dealing, had no business being an executive or a

28. Defendants deny the allegations contained in Paragraph 28 of the Complaint,

acquisition, Galinov’s shares represented approximately 8% of the Company’s outstanding

outstanding shares at the time of the acquisition.

30. Defendants admit the allegations contained in Paragraph 30 of the Complaint.

32. Defendants deny the allegations contained in Paragraph 32 of the Complaint,

and accurate statement of its terms.

incomplete or inconsistent with the document as a whole.

45. To the extent the allegations of Paragraph 45 seek to paraphrase or characterize

Stockholders’ Agreement for a complete and accurate statement of its terms.

inconsistent with the document as a whole.

the document as a whole.

60. Defendants deny the allegations contained in Paragraph 60 of the Complaint,

consolidation into Euronext N.V.’s consolidated accounts.

“Euronext;” (ii) Galinov’s allegation that “Galinov's performance resulted in FastMatch

ADV that did not proportionately correspond to higher earnings.

65. Defendants deny the allegations contained in Paragraph 65 of the Complaint,

directions—some examples of which are included in Defendants’ Second Affirmative Defense