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KAPLAN v SUN ENERGY PARTNERS Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,063, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, State: DE Delaware, UniqueCaseRef: DE>CC>00017063, Plaintiff: KAPLAN, Settlement, Fees, Expenses, Kerr-mcgee, Sun Energy, Award, Merger, Del, Delaware, Oryx Merger, Oryx, Limited Partnership, Public Unitholders, Supr, Fiduciary Duties, General Partner, Class Action, Limited Partners, Acquisition, Price, Agreement, Llc, Lasalle Street Chicago, Proposed Settlement, Chancery, Shareholders, Sucharow Llp, Belmont Avenue Bala, Individual Defendants, Oryx Prior, Transaction, Representatives, Settlement Hearing, Kerr-mcgee Directors Suffer, Parties, Hereby , ContentID: 120239735

Case Documents
1 2000-04-24 ORDER AND FINAL JUDGMENT
[ see first page and extracted highlights below  ] ItemID: 100292
5 pages
PDF
2 2000-04-18 PLAINTIFFS BRIEF IN SUPPORT OF SETTLEMENT
[ see first page and extracted highlights below  ] ItemID: 102943
30 pages
PDF
3 1999-03-25 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 102009
13 pages
PDF
Total Documents: 3 documents , 48 pages
Price: $ 29.95


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1 . ORDER AND FINAL JUDGMENT

EXTRACTED KEY WORDS
COURT
PLAINTIFFS
REPRESENTATIVES
LAW
SETTLEMENT HEARING
MEMBERS
PARTIES
COUNSEL
HEREBY
ACCORDANCE
ATTORNEYS
ADEQUATE
STIPULATION
RELEASING
DIRECTORS
CHANCERY
FEES
DETERMINATION
SUCCESSORS
ASSERTING
ADMINISTRATORS
INTENTION
JURISDICTION
PURSUANT
EXPENSES
PROPOSED SETTLEMENT
PARTNERS
DEFENDANTS
COMMON
                                                                                                   
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                    IN AND FOR NEW CASTLE COUNTY

____________________------------------------------------------ X
IN RE SUN ENERGY LIMITED PARTNER                                    :        Consolidated          
LITIGATION                                                                   Civil Action No.,
______-___________-_____________________----------------------    X                                
                                       ORDER AND FINAL JUDGMENT

                   A hearing having been held before this Court on &.wl'/  2s/,  ii0 (the

"Settlement Hearing") pursuant to the Court's "Scheduling Order for Approval of

Settlement of Class Action" dated "&  /6  ,ao&o (the  "  ah ,  16

Order") upon a Stipulation of Settlement dated ye b,                                I/      , 2000

or "Settlement"), and upon the prior proceedings in the above captioned consolidated

action (the "Action"); it appearing that due notice of this hearing was given in

accordance with the Courts  ye
                                           ,   2  0 h,
                                                   0 0  /6
                                                          O r d e r ;   t h e   p a r t i e s   h a

by their attorneys of record; the Court having heard and considered the parties'

presentations in support of the Settlement and the award of attorneys' fees and

expenses to plaintiffs' counsel; and the opportunity to be heard having been given to all

other persons requesting to be heard in accordance with the Court's ?d/-  16  ,

          Order: the Court having determined that the notice to members of the Class (as
that term is defined in Paragraph 1 of the Court's ,                              16
                                                                              ?Z&              *

adequate and sufficient; and the entire matter of the proposed Settlement having been

considered by the Court:

                    IT IS THEREFORE ORDERED, ADJUDGED AND DECREED this d `f

day of f$`k4,?
           aB&   ,
                            f o l l o w s :
SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • "Settlement Hearing") pursuant to the Court's "Scheduling Order for Approval of
  • Settlement of Class Action" dated "& /6,ao&o (the " ah, 16
  • by their attorneys of record; the Court having heard and considered the parties'
  • expenses to plaintiffs' counsel; and the opportunity to be heard having been given to all
  • other persons requesting to be heard in accordance with the Court's ?d/- 16,
  • the Court having determined that the notice to members of the Class (as
  • Class Action Determination, Proposed Settlement, Settlement Hearing, And Right to
  • Partners L.P. limited partnership units from March 9,
  • The Action is hereby certified as a Class action on behalf of
  • Plaintiffs are hereby certified as Class representatives and
  • their counsel are certified as Class counsel.
  • Due and adequate notice of this Action and the Settlement Hearing
  • The Settlement as reflected in the Stipulation of Settlement is
  • and the parties are directed to consummate the Settlement in accordance
  • any court or proceeding (including but not limited to any claims arising under federal law
  • or their respective successors and assigns whether
  • Claims"), against any of the defendants in the Action, their respective present or former
  • officers, directors, stockholders, agents, employees, attorneys, representatives,
  • representatives, estates, administrators, successors and assigns are
  • It is the intention of any parties to extinguish all settled Claims and consistent
  • with such intention the Releasing Parties waive their rights,
  • state law, federal law or principle of common law, which may have the effect of limiting
  • actions in any other court or tribunal of this or any other jurisdiction, or asserting claims
  • Jurisdiction is hereby retained as to all matters relating to
  • fees and-$ZZk~expenses.
  • Attorneys' fees and expenses shall be paid to

  • 2 . PLAINTIFFS BRIEF IN SUPPORT OF SETTLEMENT

    EXTRACTED KEY WORDS
    SETTLEMENT
    FEES
    COUNSEL
    COURT
    EXPENSES
    AWARD
    MERGER
    DEL
    SUN ENERGY
    KERR-MCGEE
    ATTORNEYS
    DELAWARE
    PUBLIC UNITHOLDERS
    SUPR
    PARTNERS
    ORYX MERGER
    LITIGATION
    LIMITED PARTNERSHIP
    DEFENDANTS
    GENERAL PARTNER
    AGREEMENT
    LLC
    LASALLE STREET CHICAGO
    SHAREHOLDERS
    PROPOSED SETTLEMENT
    FIDUCIARY DUTIES
    SUCHAROW LLP
    BELMONT AVENUE BALA
    TRANSACTION
    
                  IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                                     IN AND FOR NEW CASTLE COUNTY
    
    ____________________----------------------------------------- X
    IN RE SUN ENERGY LIMITED PARTNER                                   :    Consolidated
    LITIGATION                                                              Civil Action No.  17063..NC
    ________________________________________--------------------- X'
    
                          PLAINTIFFS' BRIEF IN SUPPORT OF SETTLEMENT
                        AND AWARD OF ATTORNEYS' FEES AND EXPENSES
    
                                                          CHIMICLES  & TIKELLIS LLP
                                                          Pamela S. Tikellis
                                                          Timothy R. Dudderar
                                                          One Rodney Square  -
                                                          P.O. Box 1035
                                                          Wilmington, DE 19899
                                                          (302) 656-2500
    
                                                          Co-Lead  and Co-Liaison Counsel for Plaintiffs
    
                                                           ROSENTHAL MONHAIT GROSS &
                                                          GODDESS
                                                          Joseph A. Rosenthal
                                                           Norman M Monhait
                                                           Mellon Bank Center, Suite 1401
                                                           P.O. Box 1070
                                                          Wilmington, DE 19899
    
                                                           Co-Liaison Counsel for Plaintiffs
    OF COUNSEL:
    
    GOODKIND LABATON RUDOFF & SUCHAROW LLP
    100 Park Avenue
    New York, NY 10017
                                                                                                       
    CO-LEAD COUNSEL FOR PLAINTIFFS                                                                     
                                                                                                       
    
    SHEPHERD  & GELLER, LLC
    117 Gayley Street, Suite 200
    Media, PA 19063
    
    CALDWELL & ASSOCIATES LLC
    159 Old Belmont Avenue
    Bala Cynwyd, Pennsylvania 19004
    
    LASKY & RIFKIND  LTD.
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • PLAINTIFFS' BRIEF IN SUPPORT OF SETTLEMENT
  • AND AWARD OF ATTORNEYS' FEES AND EXPENSES
  • GOODKIND LABATON RUDOFF & SUCHAROW LLP
  • CALDWELL & ASSOCIATES LLC 159 Old Belmont Avenue Bala Cynwyd,
  • LASKY & RIFKIND LTD. 1100 LaSalle Street Chicago,
  • THE SETTLEMENT OF THE LITIGATION IS FAIR
  • PLAINTIFFS TO AN AWARD OF THE FEES AND EXPENSES
  • Of Plaintiffs' Counsel
  • Allied Artists Pictures Corp. v. Baron, Del.
  • Supr., 567 A.2d 1279.
  • In re Boston Celtics Limited Partnership Shareholders Litiq.,
  • In re Cencom Cable Income Partners, L.P. Litiq., Del.

  • 3 . CLASS ACTION COMPLAINT

    EXTRACTED KEY WORDS
    KERR-MCGEE
    SUN ENERGY
    DEFENDANTS
    PLAINTIFFS
    COURT
    MEMBERS
    CLASS ACTION
    LIMITED PARTNERS
    ACQUISITION
    PRICE
    ORYX MERGER
    LIMITED PARTNERSHIP
    FIDUCIARY DUTIES
    CHANCERY
    DELAWARE
    INDIVIDUAL DEFENDANTS
    ORYX PRIOR
    KERR-MCGEE DIRECTORS SUFFER
    GENERAL PARTNER
    EXECUTIVE SEVERANCE PLAN
    PRODUCTION
    VICE PRESIDENT
    CHIEF OPERATING
    FAIR DEALING
    ORYX STOCKHOLDERS
    ADJUDICATIONS
    TRANSACTIONS
    DETRIMENT
    CONSUMMATE
    
                                                                                   IN THE COURT OF
                                                                                                       
    
    
                  IN AND FOR NEW CASTLE COUNTY
    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    
           JEROME KAPLAN and RICHARD RALSTON on C.A. No. /To 63 hl(2,
           behalf of themselves and all others similarly situated,
    
    
                             Plaintiffs,
    
                                                                                               V.
    
            SUN ENERGY PARTNERS L.P., JERRY W.
          BOX, WILLIAM E. BRADFORD, SYLVIA A.
          EARLE, DAVID C. GENEVER-WATLING,
           R O B E R T   B .                                                                           
                                                                DAVID S.
           HOLLINGSWORTH, ROBERT L. KEISER,
          EDWARD W. MONEYPENNY, CHARLES H.
          PISTOR, JR., PAUL R. SEEGERS, IAN L.
          WHITE-THOMSON, and
                                                                  KERR-MCGEE
           CORPORATION,
    
    
                             Defendants
    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       : . . . . . . . . . . . . . .
    
    
                                     CLASS ACTION COMPLAINT
    
                                                                                              
     upon personal knowledge
    
           as to themselves and their own acts, and as to all other matters upon information and
    
           follows:
    
    
                                                                        NATURE OF CASE
    
                                                                                                 1.
                                                  Plaintiffs bring this action as a class action on
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • CLASS ACTION COMPLAINT
  • Plaintiffs, by their attorneys, allege for their complaint, upon personal knowledge
  • directors of Sun Energy L.P. and the Managing General
  • Kerr-McGee Corporation to enjoin the actions of the defendants
  • related to the purchase of the outstanding limited partnership units of Sun Energy by
  • The Acquisition is self-interested, as the Individual Defendants are controlled by Kerr-McGee.
  • Oryx Energy Co., formerly the General Partner of Sun
  • Defendant Jerry W. Box is President, Chief Operating
  • ranging from Senior Vice President of Exploration and Production to Chief Operating Officer.
  • as well as the right to participate in an executive severance plan.
  • prior to the Oryx Merger.
  • Earle also served on the Board of Oryx prior to
  • the Kerr-McGee Directors suffer from disabling conflicts of interest.
  • similarly owes fiduciary duties to plaintiffs, but also suffers from disabling conflicts of
  • Partnership's covenants of good faith and fair dealing.
  • Chancery Rule 23 on behalf of themselves and all other Limited Partners in Sun Energy
  • The members of the Class are so numerous that joinder of all
  • risk of inconsistent or varying adjudications with respect to individual members of the Class
  • trading prices; premiums paid in comparable merger and acquisition transactions; pro-forma
  • price available and distributing proceeds to the Limited Partners.
  • with the 51% premium received by the Oryx stockholders.
  • In seeking to consummate the Acquisition,
  • advance its self interests to the detriment of the class.
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