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1
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LETTER OPINION
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EXTRACTED KEY WORDS
PLAINTIFFS FEE DEFENDANTS LITIGATION DIRECTORS WRITTEN CONSENT COMPLAINT JUDITH NICHOLS RENZULLI FRANKLIN BALOTTI MOOT ENTITLEMENT STOCKHOLDERS PETITION ALLIED ARTISTS ELECTION SUIT PURPOSE REASON COUNSEL DISMISSING DEL CENTRAL COAL STOCKHOLDERS MEETING DECLARATION CHALLENGING CONFERENCE SUFFICIENCY SLATE REVIEW |
C O U R T O F C H A N C E R Y
OF THE
S TATE OF D ELAWARE
S T E P H E N P. L A M B
"ICE-CHANCELLOR January 28, 2000
Judith Nichols Renzulli, Esquire
Duane, Morris & Heckscher, LLP
1201 Market Street, Suite 1500
P.O. Box 195
Wilmington, DE 19899
R. Franklin Balotti, Esquire
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
Re: Winthrop v. Central Coal and Coke Corp.
C.A. No. 17162
Dear Counsel;
Plaintiffs have petitioned for an award of counsel fees and expenses in this
dismissed Section 225 action that was rendered moot by acts of the individual
defendants after the filing of the complaint. They rely on the familiar doctrine entitling
plaintiff's counsel to fees where (1) the action was meritorious when filed, (2) the
defendant takes steps to moot the claim and in so doing produces a corporate benefit,
and (3) there is a causal connection between the lawsuit and the benefit. See, e.g.,
Allied Artists Picture Corp. v. Baron, Del. Supr. 413 A.2d 876, 878 (1980). The
central and insurmountable problem in applying this familiar theory to the facts of this
case is that, to justify a fee award, the "benefit" produced by the defendants' action
Judith Nichols Renzulli, Esquire
R. Franklin Balotti, Esquire
January 28, 2000
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2
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PLAINTIFFS REPLY MEMORANDUM IN SUPPORT OF MOTION FOR COSTS AND ATTORNEYS FEES
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EXTRACTED KEY WORDS
WINTHROP PLAINTIFFS ATTORNEYS FEES COSTS COURT BEEKMAN WINTHROP DELAWARE MOTION MEMORANDUM COUNSEL SHAREHOLDERS BARTON DIRECTORS CORPORATE GOVERNANCE GENERAL CORPORATION LAW PHELPS WOOD AFFIDAVIT WRITTEN CONSENTS DELAWARE GENERAL CORPORATION CORPORATE GOVERNANCE PROCEDURES BARTON ROBERT ALLIED ARTISTS PICTURES LEGAL WORK LEGITIMATE BOARD PROPER CORPORATE GOVERNANCE FINANCIAL BENEFIT SECURITIES PLOTKIN LLP |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BEEKMAN WINTHROP, et al.,
Plaintiffs,
Civil Action No. 17162
V.
CENTRAL COAL AND COKE
CORPORATION, et al.,
Defendants.
PLAINTIFFS' REPLY MEMORANDUM IN SUPPORT
OF THEIR MOTION FOR COSTS AND ATTORNEYS' FEES
c. ,' i. 7
DUANE, MORRIS & HECIGXHEI& LLR"
Judith Nichols Renzulli `.r xJ
1201 Market Street, Suite 1500
P.O. Box 195
Wilmington, Delaware 19899
(302) 571-5550
Attorneys for Plaintiffs
Of Counsel:
Roger E. Barton
Robert A. Altman
Hillary H. Hughes
BARTON BARTON & PLOTKIN LLP
420 Lexington Avenue
New York, New York 10170
(212) 687-6262
Dated: December 3, 1999
TABLE OF CONTENTS
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3
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DEFENDANTS ANSWERING BRIEF IN OPPOSITION TO PLAINTIFFS MOTION FOR COSTS AND ATTORNEYS FEES (REDACTED)
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EXTRACTED KEY WORDS
DEFENDANTS WOOD SHAREHOLDERS ATTORNEYS PLAINTIFFS WINTHROP MOTION COSTS PHELPS MORAN COURT DEL UKROPINA ANNUAL MEETING PROCEEDING DIRECTORS STOCKHOLDERS INFANTINO BRUCE FRANKE WRITTEN CONSENTS ALTMAN AFF WINTHROP DEP AUTHORITIES DELAWARE LAW EXPENDITURES PROSECUTING SUBSTANTIAL BENEFIT CORPORATE BENEFIT LITIGATION |
. ^. `- .e*
:
%~
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
- IN AND FOR NEW CASTLE COUNTY
`1
d
BEEKMAN WINTHROP, individually and as trustee )
`J
R
for the DUDLEY WINTHROP WMI TRUST and as )
the representative of the general partner of )
WINTHROP HOLDINGS LIMITED PARTNERSHIP; )
J
DUDLEY WINTHROP; PHOEBE JANE )
1
i
WINTHROP, as trustee for the BEEKMAN )
' .,
WINTHROP BIRTHDAY TRUST and as co-trustee i
for the BEEKMAN WINTHROP WMI TRUST, and >
WILLIAM LEVY, mdividuahy, 1>
Plaintiffs, )>
V. ) C.A. No. 17162
>
CENTRAL COAL AND COKE CORPORATION,
PHELPS M. WOOD as Director, RAY INFANTINO
as Director, BRUCE FRANKE as Director,
PATRICK J. MORAN as Director, PHELPS C.
WOOD as Director and JAMES UKROPINA as
Director,
Defendants.
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4
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PLAINTIFFS MEMORANDUM OF LAW IN SUPPORT OF THEIR MOTION FOR COSTS AND ATTORNEYS FEES
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EXTRACTED KEY WORDS
DEFENDANTS COURT FEES ATTORNEYS MOTION COSTS BEEKMAN WINTHROP ANNUAL MEETING CHANCERY COUNSEL SUIT AMENDMENTS DELAWARE LAW ALTMAN SHAREHOLDERS MEMORANDUM BARTON ROBERT SUPPLEMENTAL COMPLAINT ALLIED ARTISTS PICTURES DIRECTORS SUPREME COURT WRITTEN CONSENTS STOCKHOLDERS CAUSAL CONNECTION PROPOSALS CASTLE COUNTY ZASKY RESTRAINING ORDER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BEEKMAN WINTHROP, et al.,
Plaintiffs,
Civil Action No. 17 162
V.
CENTRAL COAL AND COKE
CORPORATION, et al.,
Defendants.
PLAINTIFFS' MEMORANDUM OF LAW IN SUPPORT
OF THEIR MOTION FOR COSTS AND ATTORNEYS' FEES
DUANE, MORRIS & HECKSCHER, LLP
Judith Nichols Renzulli
1201 Market Street, Suite 1500
P.O. Box 195
Wilmington, Delaware 19899
(302) 5715550
Attorneys for Plaintiffs
Of Counsel:
Roger E. Barton
Robert A. Altman
Hillary H. Hughes
BARTON & ZASKY
420 Lexington Avenue
New York, New York 10170
(2 12) 687-6262
Dated: November 1, 1999
TABLE OF CONTENTS
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5
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MOTION FOR LEAVE TO AMEND THE COMPLAINT
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EXTRACTED KEY WORDS
AMEND COURT PLAINTIFFS DEFENDANTS MOTION AMENDMENTS AMENDED COMPLAINT BARTON YORK DEL PREJUDICE PROPOSED AMENDED COMPLAINT CHANCERY DELAWARE COUNSEL PLEADINGS DISMISS CONFORM EVIDENCE DEPOSITIONS HEREBY HERETO PARTY LIBERALITY MATTER CANTOR MAJORITY PROXIES EXHIBIT |
IN THE; COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BEEKMAN WINTHROP et al
>--0,
Plaintiffs,
-against- C.A. No. 17162
CENTRAL COAL ,4ND COKE CORPORATION,
Defendants.
NOTICE OF MOTION
TO: R. Franklin 13alotti, Esquire
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
PLEASE TAKE NOTICE that the attached Motion for Leave to File an Amended
Complaint will be presented to the Court at the convenience of the Court and counsel.
DUANE, MORRIS & HECKSCHER, L.L.P.
B y : <~~~~~~~/ --$f* /it/?-
1201 Market Street, Suite 1500
P.O. Box 195
Wilmington, Delaware 19899
(302) 571-5550
Attorneys for Plaintiffs
Of Counsel:
Roger E. Barton
Robert A. Altman
Hillary H. Hughes
BARTON & ZASKY
420 Lexington Avenue
New York, New York 10170
(2 12) 687-6262
Dated: July 20, 1999
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6
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PLAINTIFFS REPLY MEMORANDUM OF LAW
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EXTRACTED KEY WORDS
WOOD DEFENDANTS PAYMENT PLAINTIFFS PAST PRACTICE WINTHROP WOOD SLATE QUO ORDER DIRECTORS COURT DECLARE AFFIDAVIT MOTION CONSISTENT CONTRACT DELAWARE LAW HARM PROPER BEEKMAN WINTHROP ARGUE CENTS MANDATORV INJUNCTION PAID LEGITIMACY YORK EXPENDITURES SHAREHOLDERS EXPENSES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BEEKMAN WINTHROP et al
,--*,
Plaintiffs,
-against- C.A. No. 17162
CENTRAL COAL AND COKE CORPORATION,
gt t&l.,
Defendants.
PLAINTIFFS' REPLY MEMORANDUM OF LAW IN SUPPORT OF
THEIR MOTION FOR A STATUS QUO ORDER
DUANE, MORRIS & HECKSCHER LLP
Judith Nichols Renzulli
1201 Market Street, Suite 15qO
Wilmington, Delaware 19899
(302) 571-5550
OF COUNSEL:
Roger E. Barton
Robert S. Altman
Hillary H. Hughes
BARTON & ZASKY
420 Lexington Avenue
New York, New York 10170
(2 12) 687-6262
Dated: Wilmington, Delaware
June 11,1999
NATURE AND STAGE OF PROCEEDINGS
Plaintiffs, BEEKMAN WINTHROP, individually and as trustee for the DUDLEY
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7
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MOTION TO DISMISS
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EXTRACTED KEY WORDS
PLAINTIFFS WOOD DEFENDANTS SECURITIES EXCHANGE ACT DISMISS VERIFIED COMPLAINT CHANCERY MOTION MORAN JURISDICTION DEL REGULATIONS BENEFICIAL OWNERSHIP SHARES STOCK VIOLATIONS EXCLUSIVE JURISDICTION DELAWARE PHELPS PURSUANT DIRECTORS ALLEGES TEKTEST UNITED STATES ELECTION EMPLOYEE DISCLOSE FAILURE ANNUAL MEETING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY 65
BEEKMAN WINTHROP, individually and as trustee )
for the DUDLEY WINTHROP WMI TRUST and as )
the representative of the general partner of 1
WINTHROP HOLDINGS LIMITED >
PARTNERSHIP; DUDLEY WINTHROP; PHOEBE )
JANE WINTHROP, as trustee for the BEEKMAN )
WINTHROP BIRTHDAY TRUST and as co-trustee ) Civil Action No. 17 162
for the BEEKMAN WINTHROP WMI TRUST, and )
WILLIAM LEVY, individually, >>
Plaintiffs, >>
V. >
>
CENTRAL COAL AND COKE CORPORATION, )
PHELPS M. WOOD as Director, RAY INFANTINO )
as Director, BRUCE FRANKE as Director, )
PATRICK J. MORAN as Director, PHELPS C. >
WOOD as Director and JAMES UKROPINA as >
Director, >>
Defendants. >
NOTICE OF MOTION
TO: Judith Nichols Renzulli
Duane, Morris & Heckscher LLP
120 1 North Market Street
Suite 1500
Wilmington, DE 1980 1
PLEASE TAKE NOTICE that the attached Motion to Dismiss will be presented
to the Court at the convenience of the Court and counsel.
R. Fr&klin Bafotti
Megan Semple Greenberg
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Dated: June 7, 1999 Attorneys for Defendants
RLFl-2017724-1
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8
.
ANSWER
|
EXTRACTED KEY WORDS
COMPLAINT ALLEGATIONS DEFENDANTS RESPONSE STOCKHOLDERS PROXY COMPUTATION CONTAINED THEREIN DEFENDANTS REPEAT REALLEGE PARAGRAPHS FULLY SET THEREOF MEETING DISMISS DOCTRINES JUDGMENTS COURT AWARDING COSTS EXPENSES ATTORNEYS FEES HEREBY CERTIFY FOREGOING DELIVERY COUNSEL CHANCERY DELAWARE VERIFIED COMPLAINT DECLARATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY ( i'
BEEKMAN WINTHROP, individually and as >
trustee for the DUDLEY WINTHROP WMI >
TRUST and as the representative of the general >
partner of WINTHROP HOLDINGS > .-
LIMITED PARTNERSHIP; DUDLEY > p.3
WINTHROP; PHOEBE JANE WINTHROP, ) c-
as trustee for the BEEKMAN WINTHROP >
BIRTHDAY TRUST and as co-trustee for the >
BEEKMAN WINTHROP WMI TRUST, and >
WILLIAM LEVY, individually, >>
Plaintiffs, >>
V. >>
CENTRAL COAL AND COKE >
CORPORATION, PHELPS M. WOOD as 1
Director, RAY INFANTINO as Director, >
BRUCE FRANKE as Director, PATRICK J. 1
MORAN as Director, PHELPS C. WOOD as >
Director and JAMES UKROPINA as Director, >)
Defendants. >
ANSWER
AND NOW, come the defendants, and answer the complaint in the above-captioned
action as follows:
1. The allegations of paragraph 1 of the Verified Complaint are denied except that it
is admitted that the complaint seeks declarations as set forth in paragraph 1 of the complaint.
2. The allegations of paragraph 2 of the complaint are admitted.
3. The allegations of paragraph 3 of the complaint are admitted.
4. The allegations of paragraph 4 of the complaint are admitted.
RLFl-2016967-1
5. The allegations of paragraph 5 of the complaint are admitted.
6. The allegations of paragraph 6 of the complaint are admitted.
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9
.
VERIFIED COMPLAINT
|
EXTRACTED KEY WORDS
WINTHROP WINTHROP WMI TRUST MORAN SHARES UKROPINA TRUSTEE PLAINTIFFS BEEKMAN WINTHROP SHAREHOLDERS DELAWARE DIRECTORS FIRST SET DISPUTED SHARES DUDLEY WINTHROP MEETING WOOD SLATE PARTNERSHIP BIRTHDAY TRUST BENEFICIAL OWNERSHIP POTENTIAL CONFLICT BENEFICIAL OWNER GENERAL PARTNER RAY INFANTINO COMPLAINT DEFENDANTS SECOND SET EMPLOYEE BENEFIT PLAN TEKTEST EMPLOYEE BENEFIT CENTRAL STOCK |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
I
IN AND FOR NEW CASTLE COUNTY
BEEKMAN WINTHROP, individually and as trustee
for the DUDLEY WINTHROP WMI TRUST and as
the representative of the general partner of
WINTHROP HOLDINGS LIMITED
PARTNERSHIP; DUDLEY WINTHROP; PHOEBE
JANE WINTHROP, as trustee for the BEEKMAN
WINTHROP BIRTHDAY TRUST and as co-trustee
for the BEEKMAN WINTHROP WMI TRUST, and
WILLIAM LEVY, individually,
Plaintiffs,
-against- C.A. NO/~/& -A.-&.
CENTRAL COAL AND COKE CORPORATION,,
PHELPS M. WOOD as Director, RAY INFANTINO
as Director, BRUCE FRANKE as Director,
PATRICK J. MORAN as Director, PHELPS C.
WOOD as Director and JAMES UKROPINA as
Director,
Defendants.
VERIFIED COMPLAINT
For their Complaint against defendants, Central Coal and Coke Corporation
("CENTRAL"), Phelps M. Wood ("P.M. WOOD"), Ray Infantino ("INFANTINO"), Bruce Franke
("FRANKE"), Patrick J. Moran ("MORAN"), Phelps C. Wood ("P.C. WOOD") and James
Ukropina ("UKROPINA"), herein, plaintiffs Beekman Winthrop ("B. WINTHROP"), individually
and as trustee for the Dudley Winthrop WMI Trust and as the representative of the general partner
of Winthrop Holdings Limited Partnership; Dudley Winthrop ("D. WINTHROP"); Phoebe Jane
Winthrop ("P.J. WINTHROP"), as trustee for the Beekman Winthrop Birthday Trust and as co-
trustee for the Beekman Winthrop WMI Trust, and William J. Levy ("LEVY"), by and through their
undersigned attorneys, state:
INTRODUCTION
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