IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
-. IN AND F-OR NEW CASTLE COUNTY
IN RE: McCAW CELLULAR
3 COMMUNlKATIONS, INC. Consolidated Civil
SHAREHOLDER LITIGATION 1 Action No. 12793
- -.
MEMORANDUM OPINION 4
Date Submitted: September 19, 1994
Date Decided: October 18. 1994
Joseph A. Rosenthal, Esquire, of ROSENTHAIL, MONHAIT, GROSS & GODDESS, P.A.,
Wihnington, Delaware; Arthur M. Abbey, Esquire, of ABBEY & ELLIS, New York, New
York; KAUFMAN, MALCHMAN, KIRBY & SQUIRE, New York, New York; BERGER
& MONTAGUE, Philadelphia, Pennsylvania; and HAGENS & BERMAN, Seattle,
Washington; Att omeys for Shareholder Plaintiffs
David C. McBride, Esquire, of YOUNG, CONAWAY, STARGATT & TAYLOR,
Wihniugton, Delaware; and WACHTELL LIPTON ROSEN & KATZ, New York, New
York; Attorneys for Defendant American Telephone and Telegraph Company
A. Gifchrist Sparks, HI, Esquire, of MORRIS, NICHOLS, ARSHT & TUNNELL,
Wilmington, Delaware; Attorneys for Defendants McCaw Cellular Communications, Inc.,
and Craig 0. McCaw, Bruce R. McCaw, John E. M&as, Jr., Wayne M. Perry, Harold
S. Eastman, John W. Stanton, John P. Guiggiio, and Stuart M. Sloan
Robert K. Payson, Esquire, of POTTER, ANDERSON & CORROON, Wiigton,
Delaware; Attorneys for Defendants BT USA Holdings, Inc., Malcolm Argent, R.C.M.
Baker, Bruce R. Bond, and Barry D. Romeril
JACOBS, VICE CHANCELLOR
Following a heating held on September 19, 1994, this Court approved a settlement of
&se consolidated derivative and class actions brought, respectively, on behalf
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE: McCAW CELLULAR
Joseph A. Rosenthal, Esquire, of ROSENTHAIL, MONHAIT, GROSS & GODDESS, P.A., Wihnington,
Gifchrist Sparks, HI, Esquire, of MORRIS, NICHOLS, ARSHT & TUNNELL, Wilmington, Delaware;
Cellular Communications, Inc. and a class of McCaw public shareholders.
"Transaction") that were announced on November 4, 1992, and that involved McCaw, BT USA
Holdings, Inc., and the American Telephone and Telegraph Company.
In approving the settlement, which was unopposed, the Court reserved decision on the
plaintiffs' application for legal fees and expenses.
This is the decision of the Court on the fee " application.
the "McCaw Group") controlled a majority of McCaw's voting power.
Transaction as unfair and a violation of fiduciary duties owed by the McCaw directors and the
March and April, 1993, plaintiffs' counsel engaged in discussions with AT&T's counsel, and
Thereafter, in June, 1993, representatives of AT&T and McCaw met and discussed the
The merger proposal, which AT&T had advanced, was negotiated over the next several
the market premium being paid in the merger for McCaw as a whole was
litigation was a factor in their decision to propose the merger in lieu of the Transaction.
Anderson Clavton Shareholders' Liti@&!!, Del.
or where an interested merger is negotiated by an ostensibly independent board committee, a
To restate, once plaintiffs have a stated a meritorious class action complaint, and the case
an injunction had been entered against a proposed corporate recapitalization of Anderson `3
Here, too, while the litigation may have caused the claimed benefit in the "but for' sense,
shown to be worth $500 million, or, for that matter, any other specific dollar amount.
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