`,!
I J'
C O U R T O F C H A N C E R Y
2.7 -.4c
S T A T E O F D E L A W A R E
Jeffrey S. Goddess, Esquire
SAUL, EWING, REMICK C SAUL
P. 0. Box 1266
Wilmington, DE 19899-1266
Jbseph A. Rosenthal, Esquire
MORRIS, ROSENTHAL, MONHAIT & GROSS, P.A.
P. 0. BOX 1070
Wilmington, DE 19899-1070
`P RE: Zlotnick v. Metex, Inc., et al
Civil Action #9781 - New Castle County
Submi,tted: September 30, 1989
Decided: November 14, 1989
DECISION AWARDING ATTORNEY FEES
Gentlemen:
I hereby award plaintiff $60,000.00 in counsel fees in
this class action suit which became moot because the actions
requested by plaintiff in the complaint were taken by defen-
dants after suit was filed.
On March 30, 1988, plaintiff challenged a proposed merger
between Metex Corporation ("Metex") and Metropolitan Consoli-
dated Industries, Inc. ("Metropolitan") on the grounds that
the proposed merger price was grossly unfair. The original
merger proposal was that each holder of Metex common stock would
receive one share of Metropolitan stock for each Metex share
held.
During the time immediately following the filing of the
suit a Special Committee of Xetex reviewed the offer and in
effect reJected it.
-2-
Subsequently the original merge.r proposal was withdrawn
and a new improved proposal was made and approved by the boards
of Metropolitan and Metex at shareholders meetings on March 3,
1989.
SNIPPETS:
SAUL, EWING, REMICK C SAUL
Wilmington, DE 19899-1266
Jbseph A. Rosenthal, Esquire
DECISION AWARDING ATTORNEY FEES
requested by plaintiff in the complaint were taken by defendants after suit was filed.
On March 30, 1988, plaintiff challenged a proposed merger
merger proposal was that each holder of Metex common stock would
receive one share of Metropolitan stock for each Metex share
During the time immediately following the filing of the
Subsequently the original merge.r proposal was withdrawn and a new improved proposal was made
Shortly before the shareholder meetings, plaintiff's counsel filed a motion to enjoin the
Plaintiff's counsel also requested, as alternative relief, an order requiring the defendants
The motion for injunctive re1ie.E was denied upon defendants agreeing to assume payment to
Although defendants denied that any counsel fees were justifiable they agreed to assume
Supr., 562 A.2d 1162 (19891, the Delaware Supreme Court recently reiterated that in corporate
"Once it is determined that action benefiting the corporation chronologically followed the
The burden of showing "that the lawsuit did not in any way cause" the improved offer
that plaintiff's role in obtaining the increased offer was considerably less than was the
After considering all the facts and circumstances, including the criteria set forth in
|
