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1
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JUDGMENT ORDER
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EXTRACTED KEY WORDS
HILTON DIRECTORS CHANCERY RULE REASONS RIGHTS JUDGEMENT MEMORANDUM OPINION PURSUANT HILTON STOCKHOLDERS DUTIES REDEEM JUDGMENT ORDER FAILURE RELIEF RIGHTS AGREEMENT DUTIES ACCRUING DELAY EXPRESSLY DIRECTS ENTRY COURT DEFERS PLAINTIFFS ENTITLEMENT AWARD ATTORNEYS FEES EXPENSES COSTS SUPREME COURT MANDATE REMANDS |
,py ?`. !y ",? 7. 5
k: I ; : : i ; i. .L i, i
L .
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LEONARD LOVENTHAL >
ACCOUNT, >
Plaintiff, >>
V. > Civil Action No. 17803
>
HILTON HOTELS CORP., >
a Delaware Corporation, >>
Defendant. >
JUDGMENT ORDER
For the reasons assigned in the Court's Memorandum Opinion entered
in this case on October 10,2000, it is
ORDERED that:
1. Counts I, II, III and IV are dismissed pursuant to Court of
Chancery Rule 12(b)(6) for failure to state a claim upon which relief may be
granted.
2. For the reasons stated in the Court's October 10, 2000,
Memorandum Opinion, Count V is dismissed. Section 31 of the Hilton
Rights Agreement does not affect the rights of the Hilton stockholders in
relation to the Hilton directors, nor does Section 3 1 affect the duties owed by
the Hilton directors to the Hilton stockholders, including the duties accruing
to the directors from any decision to redeem or not to redeem the Rights.
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2
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
HILTON COMMON STOCK COURT HILTON BOARD TRUST PLAINTIFF HOLDER DELAWARE DIRECTORS SHAREHOLDERS CERTIFICATE AGREEMENT POISON PILL SHARES DEL DEFENDANT TRANSFER RESTRICTION STOCKHOLDERS PROVISION HILTON HOTELS RIGHTS AGENT STARE DECISIS INCORPORATION HOUSEHOLD RIGHTS PLAN DISMISS CLAIM SUMMARY JUDGMENT LIABILITY CHASEMELLON SHAREHOLDER SERVICES CLASS ACTION |
, .
IN `I`HE COURT OF CHANCERY OF THE STATE OF DELAWARE li;li i/?
IN AND FOR NEW CASTLE COUNTY
LEONARD LOVENTHAL
ACCOUNT,
Plaintiff,
V. Civil Action No. 17803
HILTON HOTELS CORP.,
a Delaware corporation,
Defendant.
MEMORANDUM OPINION
Date Submitted: September 27, 2000
Date Decided: October lo,2000
h4ichael Hanrahan, Gary F. Tray,nor, and Paul A. Fioravanti, Jr., of
P'RKKETT, JONES Ck ELLIOTT, Wilmington, Delaware; OF COUNSEL:
Terry Rose Saunders, Chicago, Illinois, Attorneys for Plaintiff.
Jesse A. FinMsteii~ and J. Travis Laster, of RICHARDS, LAYTON &
I-`INGER, Wilmington, Delaware, Attorneys for Defendant.
Cl MNDLER, Chancellor
This lawsuit challenges a "poison pill" Rights Agreement (the "Rights Plan"
or, simpty, the "Plan") between defendant Hilton Hotels Corporation and
ChaseMellon Shareholder Services L.L.C. adopted by the Hilton board of directors
on November 29, `. 999. Plaintiff Leonard Loventhal Account (the "Trust") brings
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3
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DEFENDANTS REPLY BRIEF IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
RIGHTS PLAN DELAWARE LAW HOUSEHOLD PROVISIONS CERTIFICATES TRUST HILTON COMMON SHARES SUPP DEL COURT LEGEND COMMON STOCK AGREEMENT STOCKHOLDER RIGHTS AGENT DISTRIBUTION DIRECTORS COMPLAINT BASIC PROVISIONS SUPREME COURT TRANSFER RESTRICTION DGCL ORIGINAL PLAN PLAINTIFFS LIABILITY INSTRUMENT ABSOLUTE OWNER THEREOF |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE //
M AND FOR NEW CASTLE COUNTY
LEONARD LOVENTHAL ACCOUNT, )
Plaintiff, 1
V. 1 C.A. No. 17803
HILTON HOTELS CORP, ;
a Delaware corporation,
Defendant. i
DEFENDANT'S REPLY BRIEF
MLJPPORT OF ITS MOTION TO DISMISS
i
Jesse A. Finkelstein
J. Travis Laster
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Dated: August 18, 2000
RLFl-219567.4-l
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4
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DEFENDANTS OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
COURT DOCTRINE DEL DELAWARE RIGHTS PLAN PLAINTIFFS STARE DECISIS SUPR HOUSEHOLD TRUST FAILS LAWSUIT SHARES COMMON STOCK ACQUIESCENCE STOCKHOLDERS CHARTER AMENDMENT DGCL HILTON HOTELS AUTHORITIES DELAWARE LAW UNENFORCEABLE CONTRACT DIRECTORS CERTIFICATE TRANSFER RESTRICTION DEFENDANT AGREEMENT IMPROPER LEGEND LEONARD LOVENTHAL ACCOUNT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LEONARD LOVENTHAL ACCOUNT,
Plaintiff,
i
V. CA. No. 17803
HILTON HOTELS CORP,
a Delaware corporation,
Defendant.
DEFENDANT'S OPENING BRIEF
IN SUPPORT OF ITS MOTION TO DISMISS ._ I
Jesse A. Finkelstein : . "
.I. Travis Laster F`- -I
-' .
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Dated: April 19,200O
RLFI-2147128-l
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5
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COMPLAINT
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EXTRACTED KEY WORDS
HILTON COMMON STOCK CERTIFICATE RIGHTS AGREEMENT SHARES HOLDERS PLAINTIFF STOCKHOLDERS PROVISIONS INCORPORATION VIOLATES CONTRACT OBLIGATIONS DELAWARE GENERAL CORPORATION RIGHTS AGENT HILTON HOTELS CORPORATION IMPOSE OBLIGATIONS DIRECTORS FUTURE HOLDERS LIABILITY TRANSFERRING REPRESENTING DISTRIBUTION ENFORCEABLE CONTRACT OUTSTANDING COMMON SHARES FULLY SET LIMITATIONS SURRENDER UNIFORM COMMERCIAL CODE |
. - _ ._, 1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARI?
IN AND FOR NEW CASTLE COUNTY
LEONARD LOVENTHAL ACCOUNT, ;
Plaintiff,
V. Civil Action No.
) ,&DQJc !. I.:,
HILTON HOTELS CORP., 3 .`L-
_--. 1 _
a Delaware Corporation, --;
Defendant.
COMPLAINT
NATURE OF THE ACTION
1. Plaintiff Leonard Loventhal Account (the "Trust") is and at all relevant
times has been a holder of common stock par value $2.50 per share ("Common
Stock") of Hilton Hotels Corporation ("Hilton" or the "Company"). Plaintiff
challenges a November 29, 1999 Rights Agreement (the "Rights Agreement"), which
is attached hereto as Exhibit A. Through that Rights Agreement Hilton purported
to "attach" poison pill "Rights" (the "Rights") to the Common Stock of plaintiff and
all current and future holders of Hilton's Common Stock and to impose obligations
on those stockholders. The Rights Agreement, however, is a unilateral action by
Hilton that does not create any valid and enforceable contract with plaintiff or the
current or future holders of Hilton Common Stock. Moreover, the Rights
Agreement, including the Summary of Rights to Purcha.se Preferred Shares (the
17210.1\104901v1
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