IN THE
COURT OF CHANCERY OF THE STATE OF DELAWARE
A.4 -2 3,. IN AND FOR-NEW CASTLE COUNTY
SHERWIN A. BROOK, Individually,
as CUMQ~R~rssentative, and
Derivatively,
Plaintiff,
v. ; - C. A. No. 10276
ACME STEEL COMPANY, REYNOLD C.
MacDONALD, BRIAN W. H . MARSDEN, ;
EUGENE P. BERG, ANDREW R. ;
LAIDLAW, FRANK A LEPAGE, and
MORRIS H. WRIGHT, JC PARTNERS, .;
IRWIN L. JACOBS, JA
ME
S
H.' )- ' -
CHAFOULIAS, and B. JOHN BARRY,
j'
Defendants. 1
MEMORANDUM OPINION
Submitted: April 17, 1989
Decided: May 11, 1989
Thomas G. Hughes, Esquire, and Brian P. Glancy, Esquire,
Schlusser, Reiver, Hughes & Sisk, Wilmington, Delaware; C.
Timothy Smoot (argued), Law Offices of Frederic F. Brace,
Jr., Chicago, Illinois, Attorneys for Plaintiff.
Thomas Hunt, Jr., Esquire and Robert J. Valihura, Jr.,
Es-ire, Morris, Nichols, Arsht C Tunnellt Garrett Johnson
@rguW , Kirkland & Ellis, Chicago, Illinois, Attorneys for
Defendants Acme Steel Company, et al.; R. Franklin Balotti
and Gregory V. Varallo (argued), Richards, Layton C Finger,
Wilri`ngton, Delawars; Briggs and Morgan, Minneapolis,
Minnesota, Attorneys for Defendants JC Partners, et al.
CHANDLER, Vice Chancellor
In this allegedly class and derivative action,
plaintiff Sherwin Brook challenges the decision of the
SNIPPETS:
ACME STEEL COMPANY, REYNOLD C.
Thomas G. Hughes, Esquire, and Brian P. Glancy, Esquire, Schlusser, Reiver, Hughes & Sisk,
Thomas Hunt, Jr., Esquire and Robert J. Valihura, Jr., Es-ire, Morris, Nichols, Arsht C
In this allegedly class and derivative action, plaintiff Sherwin Brook challenges the
The complaint al80 names $C Partners and its general partners as defendents, alleging they
All of the defendants have moved to disniss the complaint because it fails to comply with the
1Plaintiff's complaint also attacks the board's adoption of a shareholder rights plan,
In responding to the defendants, motions to dismiss, however, the plaintiff did not rely upon
' About a week befort the announced repurchase, plaintiff,8 counsel wrote to Acme's Board,
Plaintiff's aiding and abetting claim against the partners can be disposed of summarily.
Nor does the complaint contain allegations stating or implying that the partners knew or
Shareholders Liu, Del Ch., Co A-No.
8453, Jacobs, V.C. slip op.
A plaintiff alleges a special injury and may maintain an individual action if he complains of
SUpr., 514 A.2d 1075, 1078 (concluding that an individual claim was validly asserted because
COmplafnt asserts that u of Acme's stockholders shared in the injury caused by the allegedly
The claims here are derivative and the plaintiff was therefore required to make a presuit
For all of the above reasons, the Acme defendants' motion to dismiss must be granted and the
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