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GRECO v COLUMBIA/HCA HEALTHCARE CORP Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 16,801, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: GRECO, State: DE Delaware, UniqueCaseRef: DE>CC>00016801, Greco, Columbia, Officer, Fees, Expenses, Separation Agreement, Incorporation, Delaware, Advancements, Del, Hemphill, Certificate, Fss Litigation, Indemnification, Negotiations, Employee, Provision, Blair, Reason, Criminal Investigation, Hemphill Dep, Legal Advice, Healthcare Corporation, Florida Software, Testimony, Negotiate, Incorporation Mandates, Representing, Ai3, Trombley, Severance Agreement, Personal Friend, Valid Reason, Language, Directors, Legal Department, Representation, Reasons , ContentID: 120239750

Case Documents
1 1999-03-08 ORDER
[ see first page and extracted highlights below  ] ItemID: 103665
2 pages
PDF
2 1999-02-11 MEMORANDUM OPINION
[ see first page and extracted highlights below  ] ItemID: 100321
26 pages
PDF
3 1999-02-04 REPLY BRIEF
[ see first page and extracted highlights below  ] ItemID: 103029
22 pages
PDF
Total Documents: 3 documents , 50 pages
Price: $ 29.95


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1 . ORDER

EXTRACTED KEY WORDS
COURT
REASONS
OPINION
ATTORNEYS
INCUR
CONNECTION
FLORIDA
DISTRICT
CHANCERY
DELAWARE
REASONS SET
COMPLAINT
LAWSUIT
ENTITLED FLORIDA SOFTWARE
FLORIDA SOFTWARE SYSTEMS
COZUMBIA/HCA
HEALTHCARE CORPORATION
UNITED STATES DISTRICT
MIDDLE DISTRICT
TAMPA DIVISION
REASONABLE LEGAL FEES
EXPENSES
PROSECUTING
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                     IN AND FOR NEW CASTLE COUNTY

SAMUEL A. GRECO,                                        >>
                      Plaintiff,                        >
                                                        >
         V.                                             )     C.A. No. 16801 (LES)                 
                                                        >                                   i `,   
COLUMBWHCA HEALTHCARE                                   >                                   .  1 t-
                                                                                            L-J ;
CORPORATION, a Delaware corporation,                    )                                          
and GALEN HEALTH CARE, INC., a                          >
Delaware corporation,                                   >
                                                        >
                      Defendants.                       >


                                                   ORDER

               For the reasons set forth in this Court's Opinion of February 11, 1999 (revised

12, 1999) (the "Opinion"),

               IT IS ORDERED THAT:

               (1)        Defendants shall advance to Mr. Greco the reasonable costs, charges and

(including attorneys' fees) he has incurred and will incur in connection with the Criminal

Investigation (as that term is defined in the Opinion and the Complaint in this action);

               (2)        Defendants shall advance to Mr. Greco the reasonable costs, charges and

(including attorneys' fees) he has incurred and will incur in connection with the lawsuit in which

has been named as a third-party defendant entitled Florida Software Systems, Inc. v. CoZumbia/HCA

Healthcare Corporation, et al., C.A. No. 97-2866-CIV-T-17B  in the United States District Court

for the Middle District of Florida, Tampa Division; and


Document  #: 97269-l
98463



            (3)        Defendants shall pay to Mr. Greco $66,860.62, within 15 days of entry of this
SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • For the reasons set forth in this Court's Opinion of February 11,
  • (including attorneys' fees)
  • Investigation (as that term is defined in the Opinion and the Complaint in this action);
  • he has incurred and will incur in connection with the lawsuit in which he
  • has been named as a third-party defendant entitled Florida Software Systems, Inc. v.
  • Healthcare Corporation, et al., C.A.
  • No. 97-2866-CIV-T-17B in the United States District Court
  • as the reasonable legal fees and expenses he has incurred in prosecuting this action.

  • 2 . MEMORANDUM OPINION

    EXTRACTED KEY WORDS
    COLUMBIA
    OFFICER
    FEES
    ATTORNEY
    EXPENSES
    SEPARATION AGREEMENT
    DEFENDANTS
    COURT
    DEL
    FSS LITIGATION
    HEMPHILL
    DELAWARE
    EMPLOYEE
    BLAIR
    CERTIFICATE
    NEGOTIATIONS
    INDEMNIFICATION
    CRIMINAL INVESTIGATION
    HEMPHILL DEP
    LEGAL ADVICE
    PROVISION
    HEALTHCARE CORPORATION
    INCORPORATION
    TESTIMONY
    NEGOTIATE
    PLAINTIFF
    REPRESENTING
    SEVERANCE AGREEMENT
    PERSONAL FRIEND
    
                 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                               IN AND FOR NEW CASTLE COUNTY
    
    SAMUEL A. GRECO,
    
                         Plaintiff,                 >
           V.                                       j      Civil Action No. 1680 1 , ,,_
                                                    >                          , -I                i'  
    COLUMBIA/HCA  HEALTHCARE                                                                         -7
                                                    >                          1,                      
    CORPORATION, a Delaware corporation,            )                                               
    and GALEN HEALTH CARE, INC.,                                                     /                 
                                                    >
    a Delaware corporation,                                                                            
                                                    >                                                  
                                                                                                       
                                                    >                                     :            
                                                                                          z,;'         
                         Defendants.                >                                          $j,i  ;'
                                                                                                 .'  /
                                                                                               ; ;L,
    
                                       MEMORANDUM OPINION
    
                                 Date Submitted: February 8, 1999
                                  Date Decided: February 11, 1999
    
    David A. Jenkins, Esquire, of SMITH, KATZENSTEIN & FURLOW,  Wilmington,
    Delaware; Attorney for Plaintiff.
    
    Allen M. Terre& Jr., Esquire, Russell C. Silberglied, Esquire, of RICHARDS, LAYTON &
    FINGER, Wilmington, Delaware; Attorneys for Defendants.
    
    
    STRINE, Vice Chancellor
    
    
    
             In this action arising under 8 Del. C. 8 145(k), the plaintiff, Samuel A.
    
    Greco, seeks a declaration that he is entitled to the advancement by the
    
    defendants, Columbia/HCA Healthcare Corporation ("Columbia") and its
    
    wholly-owned third-tier subsidiary Galen Healthcare, Inc. ("Galen"), both
    
    Delaware corporations (collectively referred to frequently herein as "Columbia"),
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • David A. Jenkins, Esquire, of SMITH, KATZENSTEIN & FURLOW, Wilmington, Delaware; Attorney for
  • In this action arising under 8 Del.
  • 8 145, the plaintiff, Samuel A.
  • Greco, seeks a declaration that he is entitled to the advancement by the
  • defendants, Columbia/HCA Healthcare Corporation and its
  • also seeks an award of attorneys' fees and expenses for the prosecution of this
  • I have not cited trial testimony because I wrote the opinion in the days immediately
  • Columbia and Galen from July 1, 1992 until August 3 1, 1997.
  • terminated and that he should work out the terms of a severance agreement with
  • Neil Hemphill, Columbia's Senior Vice President for Human Resources.
  • attorneys other than Mr. Braun, who although a Columbia employee, Greco
  • believed to be a personal friend and to be trustworthy.
  • Mr. Blair made suggestions for incorporation into the agreement,
  • Rather, although he admits he gave Greco advice with regard to the Separation Agreement,
  • In any case, Greco does not deny that he sought legal advice from Blair, was introduced to
  • (Hemphill Dep.
  • that he was later sued as a result of his service as a Columbia officer.
  • testified that he received that provision from Mr. Braun and I find his testimony
  • gave the certificate provision to Greco and that he received the copy he gave to
  • However, I did see Greco testify and I also believe that Greco, who only negotiated one
  • involves the previously referenced criminal investigation of Columbia by the
  • Columbia Healthcare Corporation any expenses
  • be entitled to indemnification under Article SIXTEENTH of Columbia's
  • FSS Litigation against Greco alleging that Greco had breached his fiduciary
  • Hemphill, who helped negotiate the Separation Agreement for Columbia,
  • ' I note that it does not seem to me to be unusual that a soon-to-be discharged employee

  • 3 . REPLY BRIEF

    EXTRACTED KEY WORDS
    ADVANCEMENTS
    INCORPORATION
    GRECO
    COURT
    EXPENSES
    DELAWARE
    SEPARATION AGREEMENT
    COLUMBIA
    CERTIFICATE
    REASON
    INDEMNIFICATION
    ATTORNEY
    DEL
    OFFICER
    FEES
    FLORIDA SOFTWARE
    PROVISION
    NEGOTIATIONS
    HEMPHILL
    INCORPORATION MANDATES
    AI3
    TROMBLEY
    PLAINTIFFS
    VALID REASON
    LANGUAGE
    EMPLOYEE
    DIRECTORS
    LEGAL DEPARTMENT
    REPRESENTATION
    
             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                              IN AND FOR NEW CASTLE COUNTY
    
    SAMUEL A. GRECO,                          >>
                     Plaintiff,               >>
             V.                               1        C.A. No. 16801 (LES)
    
    COLUMBIA/HCA  HEALTHCARE                  >
    CORPORATION, a Delaware corporation,  )
    and GALEN HEALTH CARE, INC., a            )
    Delaware corporation,                     >
    
                     Defendants.              >
    
    
    
    
                            PLAINTIFF'S REPLY PRE-TRIAL BRIEF
    
    
    
    
    
    
    
    
    
                                       SMITH, KATZENSTEIN & FURL,OW LLP
                                       David A. Jenkins
                                       800 Delaware Avenue
                                       P.O. Box 410
                                       Wilmington, DE 19899
                                       (302) 652-8400
                                       Attorneys for Plaintiff
    
    February 4,1999
    
    
    
    
    Document  #: 96735-l
    98463
    
    
    
                                                TABLE OF CONTENTS
    
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • Incorporation Mandates the Advancement of Mr. Greco's Legal
  • Defendants Offer No Valid Reason Why Galen Should Not Be
  • Required To Advance Mr. Greco's Legal Expenses Pursuant to the
  • Mr. Greco Is Entitled to His Attorney Fees For Successfully
  • Del.
  • will incur) in both the Criminal Investigation and the Florida Software Action.
  • "[tlhe indemnification and advancement of expenses provided in this Article SIXTEENTH
  • shall continue as to a person who has ceased to be a director, officer, employee or agent
  • acknowledging that the language means just what Mr. Greco says it means.
  • introductory language to that article speaks of both current and former directors, officers,
  • `Plaintiffs have today filed a revised opening brief to include references to Mr. Greco's
  • Defendants Offer No Valid Reason Why Galen Should Not Be Required To Advance Mr. Greco's
  • Aweement Refers to Galen's Former Certificate of Incorporation
  • Separation Agreement refers neither to Columbia's Certificate of Incorporation nor to
  • Incorporation (AI3 17-l S)."
  • Hemphill, the senior Columbia officer who drafted the Separation Agreement
  • Greco concerning such a vital provision during the negotiations over their
  • defendants would have this Court believe that Mr. Hemphill (and Columbia's legal department)
  • provision concerning indemnification and advancements "allowed the Board of Directors
  • and Trombley were adverse to Columbia,
  • "Sam or anybody else had representation by counsel that was also involved in a litigation
  •    |