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b IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MARGARET ALESSI, individually and on behalf CA. No.
of all others similarly situated,
CLASS ACTION
Plaintiff,
- against -
WILLIAM J. SHAW, DANIEL J. ALTOBELLO,
PIERRE BELLON, BERNARD CARTON,
EDOARD DE ROYERE, MICHAEL LANDEL,
JOHN W. MARRIOTT, III, MARY S. MET&
SODEXHO MARRIOTT, INC. and SODEXHO
ALLIANCE, S.A.,
Defendants.
INTRODUCTION
Plaintiff alleges on information and belief, except for those allegations
pertain to plaintiff which are alleged upon personal knowledge, as follows:
1. This action arises out of an unlawful scheme and plan by
Alliance, S.A. ("Alliance"), to acquire the remaining ownership of Sodexho Marriott Services,
Inc. ("Marriott" or the "Company") for grossly inadequate consideration and without full and
complete disclosure of all material information, in breach of defendants' fiduciary duties.
THE PARTIES
2. Plaintiff is and has been at all relevant times the owner of
common stock.
3. Defendant William J. Shaw ("Shaw") is and has been at all
Chairman and a director of Marriott. Shaw is also President and Chief Operating Officer of
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SNIPPETS:
SODEXHO MARRIOTT, INC. and SODEXHO
Plaintiff alleges on information and belief,
pertain to plaintiff which are alleged upon personal knowledge,
Alliance, S.A., to acquire the remaining ownership of Sodexho Marriott Services,
Inc. for grossly inadequate consideration and without full and
complete disclosure of all material information, in breach of defendants' fiduciary duties.
Defendant Pierre Bellon is and has been at all relevant times a
Bellon is also Chairman and Chief Executive Officer of Alliance.
majority shareholder of defendant Alliance.
Defendant Bernard Carton is and has been at all relevant times
Carton is also Senior Vice President and Chief Financial Officer of
Defendant Michael Landel is and has been at all relevant times
are and have been at all relevant times directors of Marriott.
dealing, due care, and candor to plaintiff and the other members of the Class.
Marriott provides outsourced food and facilities management in North
Marriott's outstanding shares as of October 3 1,200O.
Marriott common stock issued and outstanding, held by thousands of shareholders of record and
of the members of the Class, who has suffered or will suffer damages, to bring separate
North American operations of defendant Sodexho Alliance, S.A. and changed its name to
On January 25,200 1, Alliance announced a plan to acquire the remaining
52% of Marriott it does not already own for $27.00 in a transaction valued at $900 million
Marriott's recent share price and its future financial prospects,
The Offer is in furtherance of an unfair plan to take Marriott private,
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