i
IN THE COURT OF CHANCERY CF THE STATE OF DELAWARE
; IN AND FOR NEW CASTLE COUNTY
ROBERT M. BASS GROUP, INC., 1
a Texas Corporation, 1)
Plaintiff, i
V . Civil Action No. 9953
1
EDWARD P. EVANS, et. al., ;
Defendants. 1I
IN RE MACMILLAN, INC. 1
SHAREHOLDERS LITIGATION Civil Action. No. 9909
;1
MEMORANDUM OPINION
Date Submitted: August 3, 1989
Date Decided: November 16, 1989
Joseph A. Rosenthal, Esquire, of MORRIS, ROSENTHAL, MONHAIT &
GROSS, P.A., Wilmington, Delaware; Richard Bemporad, Esquire,
of LOWEY, DANNENBERG & KNAPP, P.C., New York, New York; Robert
itornreich, Esquire, of WOLF, POPPER, ROSS, WOLF h JONES, New
York, New York: and Ronald Litowitz, Esquire, of BERNSTEIN,
L:TOWITZ, 3ERGER & SF?OSSMANN, New York, New York, Attorneys
for Class Plaintiffs.
3ruce u. Stargatt, David C. McBride, and Josy W. Ingersoll,
Esquires, of YOUNG, CONAWAY, STARGATT & TAYLOR, Wilmington,
Delaware; and Michael R. Klein, Ross Albert, and Tonya Brito,
Esquires, of WILMER, CUTLER & PICKERING; Washington, D.C.,
Attorneys for Robert M. Bass Group, Inc.
Rodman Ward, Jr.. Esquire, of SKADDEN, ARPS, SLATE, MEAGHER &
FLOM, of Wilmington, Delaware: Thomas J. Dougherty, George J.
Skelly and Jordan D. Her&man, Esquires, of SKADDEN, ARPS,
SLATE, MEAGHER 6 FLOM, of Boston, Massachusetts, Attorneys for
Defendant Macmillan, Inc.
COPYRECEIVED
JACOBS, VICE CHANCELLOR
t!ME / pm
the pending application for attorneys' fees and expens-
es, .7lade on behalf of 3ie Macmillan plaintiff shareholder
class ("class plaintiffs"), marks the final chapter in zke
heavily litigated and highly publicized contest for control of
SNIPPETS:
IN THE COURT OF CHANCERY CF THE STATE OF DELAWARE
of LOWEY, DANNENBERG & KNAPP, P.C., New York, New York;
and Ronald Litowitz, Esquire, of BERNSTEIN,
for Class Plaintiffs.
SLATE, MEAGHER 6 FLOM, of Boston, Massachusetts, Attorneys for Defendant Macmillan, Inc.
the pending application for attorneys' fees and expenses, .7lade on behalf of 3ie Macmillan
'The first ("Bass Group") phase involved the successful litigative efforts of the Bass Group,
for Macmillan in which the two final contenders were Maxwell mmm.miCatiOnS Corporation,
auction procedures and arrangements that improperly favored KXR, and unfairly disadvantaged
As a result of those efforts, XC ultimately acquired control of Macmillan at a cash price of
..- o?,in;on repeats those facts surrmarlly, and only insofar as they are Fertinent to the
The Bass GrouD Phase On May 17, 1979, the Bass Group proposed to the!-lacmillan Board a
In May, 1988, the class plaintiffs filed class actions challenging those antitakeover
1988 the Macmillan Board announced a plan to implimenf unilaterally a major restructuring of
Macmillan appealed from the preliminary injunction order, but subsequently abandoned both its
Although counsel for the class plaintiffs participated actively in`the.litigation,
invalidate the KKR lockup and related arrangements.
During this second phase of the litigation, the lead role was taken by MCC, which, like the
entitled to a fee award based upon the creation of a common FJnd if they can show that their
See Allied Artists Pictures Corp. v; Baron, Del.
shareholder class received a substantial i-eneF< 4.nonetary fund .measured by the difference
presentations by counsel for the Bass Group and MCC were the critical and most persuasive
the bidders possessed far greater resources than did the class plaintiffs.
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