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1
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COMPLAINT
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EXTRACTED KEY WORDS
USFS PLAINTIFF COMMON STOCK MEMBERS SHARES GEOGA DIRECTORS CONTROL TRANSACTION OFFICER MANAGEMENT DEFENDANTS AGREEMENT MERGER ARONSON POWER PUBLIC SHAREHOLDERS COUNSEL ADEQUATE PROPOSED TRANSACTION PRICE DAMAGES MICHAEL STEVEN ROMANIELLO FRANCHISE LAW SUITES CHIEF TOTAL VOTING POWER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-----------------------------------------------------~---------x
MICHAEL ALLENTOFF,
Plaintiff,
V. C.A. No. c
MICHAEL A. LEVEN; STEVEN ROMANIELLO;
NEAL K. ARONSON; DEAN S. ADLER, IRWIN
CHAFETZ; DOUGLAS G. GEOGA; RICHARD
D. GOLDSTEIN; DAVID T. HAMAMOTO;
JEFFREY A. SONNENFELD; BARRY S.
STERNLICHT; and U.S. FRANCHISE SYSTEMS,
INC.,
Defendants.
COMPLAINT
Plaintiff alleges upon information and belief, except as to paragraph 1 which is alleged
personal knowledge, as follows:
THE PARTHa
1. Plaintiff is the owner of shares of the Class A common stock of U.S. Franchise
Systems, Inc. ("USFS" or the "Company") and has been the owner of such shares continuously since
prior to the wrongs complained of herein.
2. USFS is a corporation duly existing and organized under the laws of the State of
Delaware. USFS acquires, markets, and services brands with potential for rapid unit growth
primarily through franchising. The Company's brands, which are in the lodging industry, include
Microtel Inn & Suites, Hawthorn Suites, and Best Inn & Suites.
3. Defendant Michael A. Leven ("Lever?) is and at all times relevant hereto has been
Chief Executive Officer and Chairman of the Board of Directors of USFS. Leven and his nephew,
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