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CARAPICO v PHILADELPHIA STOCK EXCHANGE Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 16,764, CourtCode: CC, CourtName: IN THE COURT O F CHANCERY OF THE STATE OF DELAWARE, Plaintiff: CARAPICO, State: DE Delaware, UniqueCaseRef: DE>CC>00016764, Purpose, Demand, Exchange, Stated Purposes, Inspection, Proper, Del, Bona Fide, Philadelphia Stock, Carapico, Delaware, Affiliation, Subsidiaries, Clearing Corporation, Stock Exchange, Phlx, Books, Agreements, Reports, Proposed Merger, Severance, Request, Joseph, Depository, Depository Trust, Exhibit, Feinberg, Consultants, Stock, Securities, Mismanagement, Amex/nasd, Defendant Philadelphia Stock, Inquiry, Pursuing, Committee, Wrongdoing, Officers, Philadelphia, Stated Purpose, Payment , ContentID: 120239755

Case Documents
1 2000-09-27 MEMORANDUM OPINION
[ see first page and extracted highlights below  ] ItemID: 100330
13 pages
PDF
2 2000-09 REPLY BRIEF FOR PLAINTIFF
[ see first page and extracted highlights below  ] ItemID: 103044
9 pages
PDF
3 2000-08-28 DEFENDANTS POST-TRIAL BRIEF
[ see first page and extracted highlights below  ] ItemID: 103045
26 pages
PDF
4 2000-08-17 POST-HEARING BRIEF FOR PLAINTIFF
[ see first page and extracted highlights below  ] ItemID: 103046
20 pages
PDF
Total Documents: 4 documents , 68 pages
Price: $ 34.95


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1 . MEMORANDUM OPINION

EXTRACTED KEY WORDS
DEMAND
PURPOSE
BOOKS
INSPECTION
SUBSIDIARIES
PLAINTIFF
PROPER
STOCK
REQUEST
REPORTS
MISMANAGEMENT
DEPOSITORY TRUST
CLEARING CORPORATION
INQUIRY
OFFICERS
COURT
DELAWARE
PHILADELPHIA
MEMBER
SEVERANCE
STATED PURPOSE
PAYMENT
CARAPICO
MERGER
SECURITY
PHLX
WHOLLY-OWNED SUBSIDIARIES
FINANCING
AUDITS
          IN THE COURT O F  CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY



     JOSEPH D .  CARAPICO,                        >>
                        Plaintiff;                >                              i  :
                                                  1
                 V.                                        C. A. No. 16764 NC
                                                  ;
     PH ILADELPHIA STOCK EXCHANGE,                )
     INC., a Delaware Corporation,                >
                                                  >
                        Defendant.                j



                                 MEMORANDUM OPINION

                                 Submitted: August  28,200O
                                 Decided: September  27,200O



     Charles Slanina, Esquire, TYB.OUT, REDFEARN & PELL, Wilmington,
     Delaware; Francis Recchu-iti, Elsquire,  VANGROSSI AND RECCHUITI,
     Norristown, Pennsylvania, Att'omeys for Plaintiff.

     Jon E. Abramczyk, Esquire, l'AORRIS,  NICHOLS, ARSHT & TUNNELL,
     Wilmington, Delaware, Attorneys for Defendant.



     LAMB, Vice Chancellor

,



                                   I. INTRODUCTION

       Joseph Carapico, an owner of two seats on the Philadelphia Stock

Exchange ("Exchange" or "PHLX"), brought this action under 8 Del. C. $ 220

after the Exchange, a Delaware nonstock membership corporation, refused

Carapico"s  October 20, 1998 [demand for inspection of its books and records.'
SNIPPETS:
  • IN THE COURT O F CHANCERY OF THE STATE OF DELAWARE
  • Joseph Carapico, an owner of two seats on the Philadelphia Stock
  • Exchange, brought this action under 8 Del.
  • 1998 [demand for inspection of its books and records.'
  • Plaintiff's Q 220 request stems from events surrounding inquiries brought by the
  • The SEC's inquiry resulted in the imposition of sanctions and
  • imitations on the business practices of the Exchange and its subsidiaries.
  • The Exchange claims ihat Carapico's stated purpose for inspection is not
  • Citing Carapico's history of litigation with it, PHLX
  • ' Althol~.gh this action was filed in November 1998, plaintiff never sought to expedite
  • Carapico has made a proper demand for inspection under 5 220.
  • members" who opposed a proposed merger of the Exchange with the
  • severance benefits to PHLX Iexecutives.
  • Philadelphia Depository Trust Company and the Stock
  • Clearing Corporation of Philadelphia.
  • continuous net settlement, trade for trade settlement, margin financing, stock
  • and the payment of severance benefits to officials involved in the
  • All buyout, ter:mina.tion and/or other settlement agreements wherein payments are being or
  • including investigations and audits conducted the four years previous to the demand
  • All documents concerning the Stock Clearing Oqoration of Philadelphia, a wholly-owned
  • member seeking inspection of books and records must comply with the "`form
  • severance packages offered to departing Exchange officers.
  • related to his concerns of mismanagement and corporate waste.
  • quoting language from Security First Corporation v.

  • 2 . REPLY BRIEF FOR PLAINTIFF

    EXTRACTED KEY WORDS
    CARAPICO
    PLAINTIFF
    JOSEPH
    STOCK EXCHANGE
    INSPECTION
    PHILADELPHIA STOCK EXCHANGE
    DEFENDANT
    PURPOSE
    EXHIBIT
    DEMAND
    MOTION
    COUNSEL
    IMPROPER
    DEL
    PRIMARY PURPOSE
    PURCHASER
    REASONS
    ESQUIRE
    DISTRICT
    COURT
    SUMMARY JUDGMENT
    ACCUSATION
    SPECIFICITY
    MEMBERS
    HOLDING
    SPECIFICITY INSUFFICIENT
    WITHHELD
    BOARD MEMBERS
    BBC ACQUISITION COROORATION
    
                                                                                A5
              IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE              `r_--`
                                IN AND FOR NEW CASTLE COUNTY
    
    
    
    
    
    JOSEPH D. CARAPICO,
                        Plaintiff
    
    
                  V.                           CA. NO. 16764
    
    
    PHILADELPHIA STOCK EXCHANGE,
    INC., a Delaware Corporation,
                        Defendant
    
    
    
    
                   REPLY BRIEF FOR PLAINTIFF, JOSEPH D. CARAPICO
    
    
    
    
    
                                               FRANCIS RECCHUITI, ESQUIRE
                                               VANGROSSI AND RECCHUITI
                                               3 10 Swede Street
                                               Norristown PA 1940 1
                                               (6 10) 279-4200
    
                                               CHARLES SLANINA, ESQUIRE
                                               TYBOUT, REDFEARN & PELL
                                               Suite 1100
                                               300 Delaware Avenue
                                               P. 0. Box 2092
                                               Wilmington DE 19899
                                               (302) 658-6901
    
                                               Attorneys for Plaintiff,
                                               Joseph D. Carapico
    
    
    
                                  ARGUMENT
    
    
    SNIPPETS:
  • REPLY BRIEF FOR PLAINTIFF, JOSEPH D. CARAPICO
  • brief for the Philadelphia Stock Exchange.
  • The Exchange asserts that the present inspection demand
  • unrelated action in the United States District Court for the
  • Eastern District of Pennsylvania in 1994.
  • subsequent Motion for Summary Judgment,
  • On the same page of its Brief the Exchange makes the accusation that plaintiff was "coached
  • the Exchange refers are attached as Exhibit "B" to this Reply.
  • but cites no case holding a comparable
  • degree of specificity insufficient.
  • Since they were withheld even from
  • Board Members greater specificity is impossible.
  • BBC Acquisition Corooration v. Durr-Fillauer Medical,
  • Inc., Del.
  • his stated purpose is his actual primary purpose for inspecting the records he seeks",
  • seeking information prov:tded to an earlier prospective purchaser.
  • For the foregoi.ng reasons, and the reasons set forth in
  • By: FRANCIS RECCHUITI, ESQUIRE
  • IS ORDERED that Defendants' Motion far Summary Judgment is
  • defendant, as follows: Jon E. Abramczyk, Esquire Morris, Nichols, Arsht & Tunnel1

  • 3 . DEFENDANTS POST-TRIAL BRIEF

    EXTRACTED KEY WORDS
    PLAINTIFF
    DEMAND
    STATED PURPOSES
    PROPER
    BONA FIDE
    DEL
    INSPECTION
    EXCHANGE
    LITIGATION
    AFFILIATION
    PHILADELPHIA STOCK
    DELAWARE
    PROPOSED MERGER
    PHLX
    CONSULTANTS
    AGREEMENTS
    AMEX/NASD
    DEFENDANT PHILADELPHIA STOCK
    PURSUING
    TRANSACTION
    SETTLEMENT AGREEMENTS
    EVIDENCE
    SCCP
    FEINBERG
    BBC ACQUIISITION
    MANAQEMENTSERVS
    OKLAHOMA PUBLISHINQ
    GOODRICH
    DIE CASTINQ
    
            IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE              31
                           IN AND FOR NEW CASTLE COUNTY
    
    
    JOSEPH I). C.ARAPICO,               1)
                        Plaintiff,      ))
               V.                       )
                                        )          C.A. No. 16764
    PHILADELPHIA STOCK EXCHANGE,        1
    INC., a Delaware corporation,       )1
                        Defendant.      )
    
    
                           DEFENDANT PHILADELPHIA STOCK
                        EXBANGE,   INC.'S POST-TRIAL BRIEF
    
    
    
    
    
    
                                      MORRIS, NICHOLS, ARSHT & TUNNELL
                                      Jon E. Abramczyk
                                      Donna L. Culver
                                      1201 N. Market Street
                                      P.O. Box 1347
                                      Wilmington, DE       19899-1347
                                      (302) 658-9200
                                             Attorneys for Philadelphia
                                              Stock Exchange, Inc.
    
    August 218, 2000
    
    
    
                                                                              1.
    
                                      TABLE OF CONTENTS
    
                                                                            Paqe
    
    TABLE OF CITATIONS                                                        ii
    
    NATURE AND STAGE OF THE PROCEEDING                                         1
    
    STATEMENT OF FACTS                                                         3
    
                A.       Plaintiff's History Of Litigating With
                         The PHLX.                                             3
    
    SNIPPETS:
  • DEFENDANT PHILADELPHIA STOCK
  • Plaintiff Sought The Information In His
  • The Demand That Plaintiff Claimed To
  • Litigation After The Affiliation With
  • PLAINTIFF'S STATED PURPOSES FOR INSPECTION
  • PLAINTIFF HAS NOT ESTABLISHED A "PROPER
  • BBC Acquiisition Corp.
  • Helmsman- ManaqementServs.
  • A&S Consultants,
  • Neely v, Oklahoma Publishinq Co., Del.
  • Inc. v. B.F. Goodrich Co.,
  • U.S. Die Castinq & Development,
  • Drexler, Black & Sparks, Delaware Corporation Law
  • records from defendant Philadelphia Stock Exchange ("PHLX" or
  • proposed merger with the American Stock Exchange
  • after the plan to merge PHLX with AMEX/NASD
  • and plaintiff's true purpose -- to
  • transaction and brought litigation in the Philadelphia Court of
  • agreements pursuant to which payments are being
  • in the PHLX, SCCP and PhilaDep;
  • pursuing the Affiliation" with AMEX/NASD;
  • QF THE DOCUMENTS HE SEEKS ARE NOT BONA FIDE.
  • the record evidence shows that plaintiff's stated
  • termination and/or settlement agreements" to include any such
  • that Mr. Feinberg did not speak to plaintiff about the substance

  • 4 . POST-HEARING BRIEF FOR PLAINTIFF

    EXTRACTED KEY WORDS
    CARAPICO
    STOCK EXCHANGE
    DEPOSITORY
    CLEARING CORPORATION
    PHILADELPHIA STOCK
    DEMAND
    JOSEPH
    INSPECTION
    SEVERANCE
    SECURITIES
    REPORTS
    COMMITTEE
    WRONGDOING
    EXHIBIT
    DEL
    MEMBER
    FUNDS
    PLAINTIFF
    SETTLEMENT
    INVESTIGATIONS
    BASIS
    OFFICER
    REQUEST
    SUBSIDIARIES
    DEPOSITORY TRUST
    MARKET
    AGREEMENTS
    SEVERANCE PACKAGE
    FEINBERG
    
             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                              :IN AND FOR NEW CASTLE COUNTY
    
    
    
    
    JOSEPH  :I.  CARAPICO,
                        Plaintiff
    
                                                                            -.n
                V.                            C.A. NO. 16764  :              r.. 2
                                                                             .+
                                                                             I_ .;
    PHIL,ADELPHIA  STOCK EXCHANGE, :                                         .I
    INC., a Delaware Corporation :                                           s .."`
                                                                     -;      c.3
    
    
    
           I'OS'I-HEARING  BRIEF FOR PLAINTIFF, JOSEPH D. CARAPICO
    
    
    
    
    
                                              FRANCIS RECCHUITI, ESQUIRE:
                                              VANGROSSI AND RECCHUITI
                                              310 Swede Street
                                              Norristown PA      19401
                                              (610) 279-4200
    
                                              CHARLES SLANINA, ESQUIRE
                                              TYBOUT, REDFEARN  &  PEL,L
                                              Suite 1100
                                              300 Delaware Avenue
                                              P. 0. Box 2092
                                              Wilmington DE      19899
                                               (302) 658-6901
    
                                              Attorneys for Plaintiff,
                                              Joseph D. Carapico
    
    
    
                                 TABLE OF CONTENTS
    
                                                                      PAGE
    
    Statement of the Nature and Stage of Proceedings . . . .             `I
    
    SNIPPETS:
  • I'OS'I-HEARING BRIEF FOR PLAINTIFF, JOSEPH D. CARAPICO
  • JOSEPH CARAPICO HAS SHOWN A CREDIBLE BASIS TO
  • FIND PROEIABLE CORPORATE WRONGDOING, WHICH
  • DEMAND FOR INFORMATION ABOUT SEVERANCE
  • Exhibit "B":
  • Del.
  • This is a summary proceeding by a member of a Delaware
  • Not for Profit Corporation, the Philadelphia Stock Exchange, for
  • the Philadelphia Stock Exchange.
  • October 20, 1998, he delivered a Demand for Inspection under oath
  • Depository Trust Company and the Stock
  • Clearing Corporation of Philadelphia.
  • Those subsidiaries, their Chief Operating Officer, Timothy LJ.
  • were the subject of United States Securities and Exchange Commission proceedings which
  • net se.:tlement, trade for trade settlement, margin financing,
  • Payments from the Clearing Corporation Operating Acount which commingled participant funds
  • the Exchange's Board of Governors at the relevant times, confirmed that Mr. 'Giordano
  • Mr. Carapico's conce.rns about wrongdoing were corroborated by the testimony of Richard
  • the Business Conduct Committee, of the Floor Procedure Committee,
  • Mr. Feinberg states that information about the activities that led to the Securities and
  • Severance agreements would be memorialized in Performance Ccmmit--tee min-Jet.
  • decline in the Philade.Lphia Stock Exchange's market share fcsllow.inq the SEC investigations
  • Further, in context, the deletion of that request made no sense
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