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i`I ' IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUN'I'Y
)
Ar+Y COLLINS, 1))
Plaintiff, 1) C.A. ?lo.
V. 1
PCORDER.COM, INC.; TRILOGY : CLASS
SOFTWARE, INC.; ROSS' A. COOLEY; i
JOSEPH A. LIEMANDT; ROE,ERT W. 1
STEARNS; LINWOOD A. LACY, JR., and )
PETER ,J. BARRIS, 1
Defendants. i
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SHARFHOLDERS' CLASS ACTION COMPLAINT
PIaintiff alleges upon information and belief, except for
paragraph 1 wh.ich is alleged upon knowledge, as follows:
j?ARTIES
:t . Plaintiff hiis been the owner of shares of the
stock of pcOrder.Com, Inc. ("1X0" or the "Ccmpany") since prior to
the wrongs herein complained of and continuously to date.
2. PC0 p)ro.didc::; e-commerce
computer industry's suppliers, resellers, and end-users to buy and
sell computer p~OdLlCt.~~ online. PC0 is duly organized
under the laws of the State of DeLaware.
SNIPPETS:
PIaintiff alleges upon information and belief,
the wrongs herein complained of and continuously to date.
PCO' S Board of Directors I as well as Chief Executive Officer 0:
Defendant,Joseph A. Liemandt is a director
Ch.ief Ecxecutive Officer of Trilogy.
Defendant Linwood A. Lacy,
c:ontrol.s a majority of PCO's outstanding shElres of common stock.
The Individual Defendants and Trilogy,
obligations of good faith and fair dealing.
Plaintiff br:Lngs this action on her own behalf and as a
pursuant to Rule 23 of the Rules of the Court of
The class is so numerous that joinder of all members is
other common law duties owed by them to plaintiff and the members
whether the proposed transaction, hereinafter
constitutes a breach of defendants' duty of fair dealing
injunctive relief and/'or corresponding declaratory relief with
On O c t o b e r:z 5, 2 0 0 0, PC0 issued a press release
Common Stock it does not own or control for a price of $6.375 per
:L8 _ There are approximately 6.57 million shares of PC0 Class
them an equity stake caf 61.52% in PC0 and voting control over EXO.
orchestrated the proposeo transaction to freeze out PCO's public
shareholders and enable Trilogy to capture PCO's future p0tent.ia.L
individual defendants, l-as breached and is bre,aching its fiduciar-y
deem jc.st and proper.
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