This is not the usual "case" we do not have to "briefedit".We cansummarizeditbecauseIt is only the "Complaint" portion of the papers that get a lawsuit going and only sets out one side, the plaintiffs.what this "complaint" is complaining about?

Louisiana Municipal Police Employees' Retirement System v. The Hershey Company

Chancery Court of Delaware, 2012 2012 WL 5359502

The Hershey Company is the largest producer of chocolate in North America, controlling 44.4 percent of the U.S. market in 2015. It sells Whoppers, Milk Duds, Reese's Peanut Butter Cups, Hershey Kisses, and other chocolate products in some 70 countries around the world. But, as the following complaint makes clear, there's a dark side toall ofthis sweetness.

The Louisiana Municipal Police Employees' Retirement System (LMPERS) has long held shares of stock in The Hershey Company. In the fall of 2012, LMPERS demanded the right to inspect Hershey's corporate books and the minutes of Board of Directors' meetings. Its reason: to ascertainwhether or notthere was a basis for suing the Board for actingultra vires(beyond its lawful powers) and in violation of its fiduciary duties to shareholders. The Directors refused to honor the demand, calling the plaintiff's allegations "speculative." Below are excerpts from the complaint filed by LMPERS asking the court to enforce its demand to inspect records.

[1.] ... In 1894, the famed philanthropist Milton Hershey founded the candy Company and infused his personal values and vision into the culture of the Company. On a hill overlooking his chocolate factory in what is now Hershey, Pennsylvania, Milton Hershey founded the Hershey Industrial School for Orphans in 1909. With its proximity to the chocolate factory, this school serves as a reminder of the Company's ideals and its commitment to the children who consume its candy in large quantities. Today, the Company touts Milton Hershey's legacy as evidence that it strives to champion the rights of underprivileged children.SeeHershey's 2011 Corporate Social Responsibility Report ("CSR Report").

[2.] Unfortunately, Hershey's purported commitment to children does not extend beyond the borders of the United States. For well over a decade, Hershey has turned a blind eye to the abusive child labor practices in the West African countries that supply Hershey withthe majority ofits cocoa and cocoa-derivedproducts. ... By producing chocolate at its Pennsylvania factory that is the product of child and forced labor in West Africa, Hershey has flouted domestic and foreign law and placed at risk its century old brand and reputation.

[3.] While Hershey refuses to divulge the names of its cocoa suppliers, the evidence is overwhelming that the Company's cocoa comes from farms in Ghana and the Ivory Coast that are unlawfully using child labor. ... There are substantial grounds to believe, therefore, that Hershey's chocolate empire is built on a foundation of a West African child labor force.

[4.] Plaintiff makes these assertions based on an investigation conducted by counsel who analyzed:

1. public statements made by the Company over the past ten years,
2. numerous news reports,
3. investigative journal articles,
4. documentaries, and U.S. Department of Labor commissioned reports conducted by Tulane University's Payson Center for International Development.

[Tulane Report] As set forth below, there is a credible basis to believe that Hershey has engaged inultra viresconduct by violating the laws of the United States, Ghana and the Ivory Coast in connection with its use of cocoa and cocoa-derived supplies that were produced through the unlawful use of child and forced labor in West Africa ....

[5.] The Company has branded itself as a protector of disadvantaged children set on "[c]ontinuingMilton Hershey's legacy of commitment to consumers, communities and children. ..." Thus, Hershey proclaims that "[a]t the heart of our community efforts is the well-being of children, especially those at risk."

[6.] The Company also trades on Milton Hershey's commitment to the idea that "workers who were treated fairly and who lived in a comfortable, pleasant environment would be better workers."...

[7.] West African countries, including Ghana and the Ivory Coast, supply 70% of the world's cocoa supply. Much of this cocoa is produced through unlawful and disturbing labor practices ....

[8.] ... On September 19, 2001, various companies, including Hershey, signed the Harkin-Engel Protocol (the "Protocol"), with the stated goal to "eliminate the worst forms of child labor" in the cocoa sectors of Ghana and Cte d'Ivoire ....

[9.] More than a dozen years after execution of the Protocol, its signatoriesincluding Hersheyhave done little to eliminate the use of child labor in the chocolate production stream. And, by its recent admission, Hershey is years away from ensuring that its chocolate is not the product of child labor, slave labor, or human trafficking.

[10.] ... Beginning in 2010, the chocolate industry's dark secret became a matter of public record when public reports confirmed that children under the age of 10 were working on West African cocoa farms....

[11.] Compounding the breaking news that the chocolate industryincluding Hersheyhad not honored its Protocol Commitment were the results of a4.5 yearresearch project on West African labor commissioned by the United States Department of Labor and conducted by the Payson Center .... [This 2011 Tulane Report summarized] years of research and surveys of thousands of individuals who work within the cocoa industry in Ghana and the Ivory Coast ... [and] found that the participants in the chocolate industry did not provide enough funding to achieve the objectives of the Protocol.

[12.] The Tulane Report revealed that nearly two million childrenincluding an estimated 819,921 in the Ivory Coast and 997,357 in Ghanawork illegally on cocoa farms. Only about 5-10% of those children work for pay....[It was] estimated that 69% of farms in Ghana and 96% of farms in the Ivory Coast have yet to be monitored.

[13.] The laws of Ghana and the Ivory Coast forbid employers from forcing children to engage in dangerous activities such as carrying heavy loads or clearing land, which requires the use of sharp tools such as machetes. But these laws are routinelyviolated. In Ghana, 54% of children working within the cocoa industry reported being injured while working, 68.7% reported carrying heavy loads, and 85.2% reported operating dangerous tools including machetes and hoes. ... In the Ivory Coast, ... 93.9% [of children] reported operating tools including machetes and hoes. ...

[14.] Concerns about illegal child labor within the Company's supply chain repeatedly have been brought to the Board's attention ....

[15.] The CSR Report ... states that it implements four "engagement priorities," which include "responsible sourcing, child and forced labor,food safety and consumer health." Although it suggests that Hershey is making a good faith effort to ensure its cocoa is sourced lawfully, the CSR Report, which is featured on the Company's website and which ledForbesmagazine to rank Hershey number 1 in ethical leadership and trust, is little more than a public relations exercise designed to stem the growing wave of outraged consumers and business partners ....

[16.] As demonstrated by some of its well-known competitors, it is possible to produce a chocolate bar untainted by the unlawful evils of child labor, forced labor, or human trafficking00. Currently, Hershey refuses to use fair trade certified chocolate for any of its most popular chocolate bars in the United States,lagging behindthe efforts of similar competitors like Cadbury ....

[17.] ... Along with being detrimental to the Company's business and Hershey's brand reputation, supporting the use of child and forced labor is illegal ....

[18.] The Board's ratification of the Company's continued purchases of cocoa from farms in Ghana and the Ivory Coast, where the Company admits that the use of child labor is systemic and unlawful, raises reasonable questions as to whether the Board has authorized the Company to engage inultra viresconduct, in violation of the Board's fiduciary duties.

[The Complaint goes on to allege that ... Hershey violates the U.S. Trafficking Victims Protection Reauthorization Act of 2008 by benefitting financially from its use of cheap cocoa and cocoa derivatives sourced from the Ivory Coast and Ghana.]

WHEREFORE, Plaintiff prays for the following relief:

1. An order requiring Hershey to permit the inspection and copying ofeach and everybook and record requested by Plaintiff's Demand Letterimmediately;
2. An order directing Hershey to pay reasonable attorneys' fees and expenses ....
3. Such other relief as this Court deems just and appropriate.

Dated: November 1, 2012

GRANT & EISENHOFER P.A.