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TURBERG v UGLY DUCKLING Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,395, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE, Plaintiff: TURBERG, State: DE Delaware, UniqueCaseRef: DE>CC>00018395, Ugly Duckling, Garcia, Common Stock, Shareholders, Stockholders, Control, Complaint, Acquisition, Shares, Transaction, Unfair, Price, Proper, Duties, Adequate, Sullivan, Defendant Ernest, Proposed Acquisition, Market, Outstanding, Highest Obligations, Fiduciary Relationship, Owe, Faith, Fair Dealing , ContentID: 120240093

Case Documents
1 2000-10-05 SHAREHOLDERS CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 100812
6 pages
PDF
Total Documents: 1 document , 6 pages
Price: $ 19.95


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1 . SHAREHOLDERS CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
DEFENDANTS
PLAINTIFF
GARCIA
MEMBERS
COMMON STOCK
SHAREHOLDERS
STOCKHOLDERS
CONTROL
COMPLAINT
ACQUISITION
SHARES
TRANSACTION
LAW
UNFAIR
PRICE
PROPER
DUTIES
ADEQUATE
SULLIVAN
DEFENDANT ERNEST
COUNSEL
PROPOSED ACQUISITION
MARKET
OUTSTANDING
HIGHEST OBLIGATIONS
FIDUCIARY RELATIONSHIP
OWE
FAITH
FAIR DEALING
              IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
                                 IN AND FOR NEW CASTLE COUNTY

----------------------------------------~--------------~
THOMAS TURBERG,                                                                              c -1

                                     Plaintiff,

                  -against-

UGLY DUCKLING CORP.,
GREGO:RY  B. SULLIVAN, FRANK P.
WILLEY, JOHN M. MACDONOUGH,
CHRISTOPHER D. JENNINGS, and
ERNEST C. GARCIA II,

                                     Defendants.

------------------------------------------------------~

                         SHAREtHOLDER'S CLASS ACTION COMPLAINT

                  Plaintiff, by his attorneys, for his complaint against defendants, alleges upon

persona.1 knowledge with respect to paragraph 2, and upon information and belief based,  m&r

a& upon the investigation of counsel, as to all other allegations herein, as follows:

                                        NATURE OF THE ACTION

                   1.       This is a stockholders' class action on behalf of the public

Ugly Duckling Corp. ("Ugly Duckling" or the "Company") to enjoin the proposed acquisition of

the publicly owned shares of Ugly Duckling's common stock by its controlling shareholder,

defendant Ernest C. Garcia II.



                                        THE PARTIES

              2.      Plaintiff has been the owner of the common stock of the Company since

prior to the transaction herein complained of and continuously to date.

               3.     Defendant Ugly Duckling is a corporation duly organized and existing

under the laws of the State of Delaware. Ugly Duckling, is the largest chain of buy here-pay
SNIPPETS:
  • SHAREtHOLDER'S CLASS ACTION COMPLAINT
  • Plaintiff, by his attorneys, for his complaint against defendants, alleges upon
  • This is a stockholders' class action on behalf of the public stockholders of
  • Ugly Duckling Corp. to enjoin the proposed acquisition of
  • the publicly owned shares of Ugly Duckling's common stock by its controlling shareholder,
  • defendant Ernest C. Garcia II.
  • Plaintiff has been the owner of the common stock of the Company since
  • prior to the transaction herein complained of and continuously to date.
  • Defendant Ernest C. Garcia II is Chairman of the Company.
  • Garcia owns approximately 36.5 % of the Company's outstanding common stock.
  • Defendant Gregory B. Sullivan is a director of the Company.
  • Defend.ants") are in a fiduciary relationship with plaintiff and the other public
  • Ugly Duckling and owe them the highest obligations of good faith and fair dealing.
  • Duckling has effective and working control of Ugly Duckling.
  • numerous that joinder of all Class members is impracticable.
  • shareholders who are geographically dispersed throughout the United States.
  • There are questions of law and fact which are common to the Class
  • counsel experienced in litigation of this nature.
  • unconscionable and unfair and grossly inadequate because, among other things, the intrinsic
  • securities in the proposed acquisition given the stock's current trading price and the
  • Garcia timed his offer to take advantage of the decline in the market price
  • breached the duties of loyalty and due care by not taking adequate measures to ensure that the
  • Plaintiff has no adequate remedy at law.
  • declaring this to be a proper class action;
  •    |