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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
FEES SUPREME COURT PETITION PLAINTIFF DONALD LAWSUITS GRIMES DIRECTORS DEFENDANTS DELAWARE PRESUMPTION CAUSAL RELATIONSHIP MERGER OPINION MOTION DSC COMMUNICATIONS SECOND DEMAND BRUNT AFFIDAVIT LITIGATION CHANCELLOR RETIREMENT DISCOVERY AMENDED COMPLAINT DONALD PACKAGE CHANCERY MEMORANDUM OPINION WILMINGTON ATTORNEY WRITTEN DISCOVERY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHARLES L. GRIMES, )
Plaintiff, )
1
V. > C.A. No. 13358 .
>
JAMES L. DONALD, et al., )
>
Defendants, >
>
and ))
DSC COMMUNICATIONS )
CORPORATION, ))
Nominal Defendant. )
MEMORANDUM OPINION
Motion Argued: November 13, 2000
Decided: November 30, 2000
David A. Jenkins, Esquire, SMITH KATZENSTEIN & FURLOW, LLP, Wilmington,
Delaware, Attorney for Plaintiff.
Stephen E. Jenkins, Esquire, ASHBY & GEDDES, Wilmington, Delaware, Attorney
for Defendants.
LAMB, Vice Chancellor
I.
The issue before me, on remand from the Delaware Supreme Court, is
plaintiffs petition for an award of attorney's fees' in relation to his activities in
bringing this lawsuit and making several related demands on the board of
directors of DSC Communications Corporation. I dismissed the petition. earlier
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2
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PLAINTIFFS REPLY BRIEF IN SUPPORT OF APPLICATION FOR ATTORNEYS FEES
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EXTRACTED KEY WORDS
DSC DONALD FEES DEMAND LAWSUIT MERGER DEL ATTORNEYS COURT AWARD MERITORIUS LITIGATION AFFIDAVIT APP DIRECTORS ALCATEL REPLACEMENT DEFENDANTS EXPENSES RESPONSE CAUSATION ACCOMPLISHING CONNECTION SLIP SHOWING PLAINTIFFS DONALD PACKAGE REQUESTS BRUNT |
/
lh" THE COURT 01F CHANCERY OF THE STATE OF DELAWARE ip.J-
IN AND FOR NEW CASTLE COUNTY
CIliiR LES. L. GRIMES,
Plaiiitiff; I
V. C.A. No. 13358
I
JAMES I,. DONALD, et al, 1
Debdants, i
and
DSC COMMUNICATIONS CORPORATION,
Nominal Defendant.
PLAINTIFF'S REPLY BRIEF IN SUPPORT
OF HIS APPLICATION FOR ATTORNEYS' FEES
SMITH, KATZENSTEIN sr. FURLO`W LLP
David A. Jenkins
800 Delaware Avenue
Post Office Box 410
Wilmington, DE 1989'9-04 10
(302) 652-8400
October 20, 2000 Attorneys for Plaintiff Charles L. Grimes
TABLE OF CONTENTS
N
Papeo .
TABLE OF AUTHORITIES . ii
1. Introduction . . . 1
II. Mr. Grimes Is I?ntitled to An Award of Attorneys' Fees 2
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3
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BRIEF IN OPPOSITION TO PLAINTIFFS MOTION FOR FEES
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EXTRACTED KEY WORDS
DSC DONALD COURT ALCATEL GRIMES LAWSUIT FEES COMPENSATION LITIGATION CORPORATE BENEFIT MERGER ATTORNEYS SUPREME COURT DEFENDANTS COUNSEL CONNECTION PLAINTIFFS SECOND ATTACK THIRD LAWSUIT CLAIMED CORPORATE DSC COMMUNICATIONS COMPENSATION PACKAGE TAYLOR JAMES INTENTION EMPLOYMENT AGREEMENT COMPLAINT PROXY CLAIM SHAREHOLDERS DIRECTORS RESPONSES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHARLES L. GRIMES,
Plaintiff,
V. ; C.A. No. 13358
JAMES L. DONALD, et al., i
Defendants, ;
and
i'
DSC COMMUNICATIONS
CORPORATION, i
Nominal Defendant.
- _
BRIEF IN OPPOSITION TO , _ _
PLAINTIFF'S MOTION FOR FEES - .
-. ;. `:
ASHBY & GEDDES
Stephen E. Jenkins
One Rodney Square
P.O. Box 1150
Wilmington, DE 19899
(302) 654-1888
Attorneys for Defendants and
Nominal Defendant
OF COUNSEL:
BARER & MCKENZIE
Mark D. Taylor
James E. Etri
2001 Ross Avenue, Suite 2300
Dallas, TX 75201
Dated: September 5,200O
84929.1
IDLE OF CONTENTS
TABLE OF CITATIONS ii
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4
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LETTER OPINION
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EXTRACTED KEY WORDS
PLAINTIFF DEL DSC FEES DEMAND DONALD COURT ATTORNEYS LITIGATION SUPR GRIMES DEFENDANTS MESSRS COMPENSATION AGREEMENTS MERGER AWARD POLICY LAW LAWSUITS JUSTIFICATION REASONS PRESUMPTION COUNSEL DISMISS COMPLAINT COMMUNICATIONS STOCKHOLDERS RELATING CHANCELLOR |
C O U R T O F C H A N C E R Y
OF THE
S T A T E O F D E L A W A R E
STEPHEN P. LAMB COURT HOUSE
"ICE-CHANCELLOR WILMINGTON. DELAWARE
August 20, 1999
David A. Jenkins, Esquire
Smith, Katzenstein t% Furlow LLP
800 Delaware Avenue
P.O. Box 410
Wilmington, DE 19899
Stephen E. Jenkins, Esquire
Ashby & Geddes
One Rodney Square
P.O. Box 1150
Wilmington, DE 19899
Re: Charles L. Grimes v. Donald et aZ.
C.A. No. 13358
Dear Counsel:
Pending before the Court is plaintiff's application for an award of attorneys' fees
and for discovery related to this application. Due to the unusual circumstances
surrounding this application - casting great doubt on the doctrinal basis for it -
defendants have asked the Court to rule peremptorily that they need not respond to the
application or the related discovery demands For the rea.sons discussed ir@aa, I find
plaintiff's application for fees, as stated, to be without foundation and, thus, dismiss it.
Messrs. Jenkins and Jenkins
August 19, 1999
Page 2
I. Introduction
The complaint in this matter, originally filed on January 26, 1994 and amended
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5
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LETTER TO V.C. LAMB
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EXTRACTED KEY WORDS
DSC DEMAND PLAINTIFFS LAWSUIT MERGER LAW FEES SHOWING DELAWARE LAW DONALD LAMB DIRECTORS ALCATEL DEL EVIDENCE SUIT REFUSE RELIEF CONNECTION JENKINS REASONS SECOND DEMAND ATTORNEYS APP RESPONSE SUPPORT DISMISS COURT REQUEST |
July 9, 1999
ig R. Smith
ert J. Katrenstcin BY HAND DEXXYERY
id A. Jenkins
in L . Parker The Honorable Stephen P. Lamb
rence V. Cronin Court of Chancery
Daniel L. Herrmann Courthouse
!t D . Fallon Wilmington, DE 19801
rlcs E. Butler
hele C. Gott Re: Grimes v. Donald and DSC Communications Corp.,
lIeen M . Millel
Dear Vice Chancellor Lamb:
e E. Bookout I write in response to my brother's letter of June 25, 1999 in
behalf of Alcatel, U.S.A. (formerly DSC Communications
application for attorneys' fees, filed April 16, 1999.
In its letter, DSC implicitly seeks to change long-standing
the burden of persuasion where an award of attorneys' fees is
on this point is clear: "[olnce it is determined that action
chronologically followed the filing of a meritorious suit,
corporation to demonstrate "that the law suit [or demand] did
action. "' Tandycrafts, Inc. v. Initio Partners, Del. Supr.,
quoting Allied Artists Pictures Corp. v. Baron, Del. Supr.,
As explained by the Supreme Court in Allied Artists, the
causation is shifted to the corporation because it is that
"who is in position to know the reasons, events and decisions
action." 413 A.2d at 880. DSC, however, seeks to avoid being
burden, claiming special circumstances.
DSC gives three reasons why it should not be required to
fee application: (a) his complaint and demand were not
merger with Alcatel did not benefit DSC and (c) there was no
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6
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LETTER
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EXTRACTED KEY WORDS
MERGER DSC COURT COMPENSATION FEES COMPENSATION PACKAGE DISMISS DONALD SUIT LITIGATION CHANCERY LAMB ALCATEL MERGER DEMAND REQUEST ATTORNEYS FEES DISCOVERY DELAWARE DEFENDANTS MOTION SUPREME COURT AGREEMENT COMPLAINT AMOUNT PAYMENT CONFERENCE PAY DENY LAW |
ASHBY Ck G E D D E S
ATTORNEYS AND COUNSELLOAS AT LAW
ONE RODNEY SQUARE
P 0 . 130x 1 1 5 0
W I L M I N G T O N , i3ELAWARE 19099
June 2.5, 1999
The Honorable Stephen P. L,amb
Court of Chancery
Daniel L. Herrmann Courthouse
Wilmington, Delaware 19801
Re. Charles L. Grimes v. James 1,. Do/zald, et.& and DSC Communications
Corpovatio)?; Applicatiorzjbr A \tlard qf AttorneJ!s FeesJiled under C.A. No.
13358
Dear Vice Chancellor Lamb:
We write on behalf of Alcatel, U.S.A. (formerly DSC Communications
Corporation ("DSC" ) ) in order briefly to outline the position that DSC will be taking in
the telephone conference that is scheduled for this afternoon.
That conference relates to Mr. Grimes' request that DSC be forced to reimburse
him for the over S260,OOO in attorneys fees, that he has incurred in the three different
actions against DSC he filed in this Court (Mr. Grimes' request is hereafter referred to as
the "Application"). The Application was filed in the original Grimes v. Donald action
(C.A. Ko. 133581, which has lain dormant for years and which all parties apparently
assumed had been dismissed. In his moving papers, Mr. Grimes claims credit for the
Alcatel merger and asks that DSC either be ordered to pay his fees or be compelled to go
through "full discovery . . . with respect to all reasons for the merger." DSC has requested
a conference with the Court because it believes that it should not be forced to undertake
the expense of either full briefing of the L4pplication or discovery of why the merger
occurred. Rather, we will ask the Court 110 deny the Application because it fails on its
face to set forth a case for why DSC should be put to any burden here.
The Honorable Stephen P. Lamb
June 25, 1999
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