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COOPER v OPINION RESEARCH CORP Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,319, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: COOPER, State: DE Delaware, UniqueCaseRef: DE>CC>00018319, Orc, Demand, Management, Cooper, Price, Demanded Materials, Delaware, Books, Shareholders, Expressions, Stock, Delivery, Pursuant, Stockholders, Documents Relating, Proper, Order Orc, Inspection, Jersey, Entrench, Power, Receiving, Senior, Incumbent Management, Invitations, Bids , ContentID: 120240148

Case Documents
1 2000-09-07 VERIFIED COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 100881
7 pages
PDF
Total Documents: 1 document , 7 pages
Price: $ 19.95


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1 . VERIFIED COMPLAINT

EXTRACTED KEY WORDS
DEMAND
MANAGEMENT
PLAINTIFF
COOPER
PRICE
DEMANDED MATERIALS
COURT
DELAWARE
BOOKS
SHAREHOLDERS
EXPRESSIONS
STOCK
DELIVERY
COUNSEL
PURSUANT
STOCKHOLDERS
DOCUMENTS RELATING
PROPER
ORDER ORC
DEFENDANT
INSPECTION
JERSEY
ENTRENCH
POWER
RECEIVING
SENIOR
INCUMBENT MANAGEMENT
INVITATIONS
BIDS
                  IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                 IN AND FOR NEW CASTLE COUNTY

DR. MICHAEL R. COOPER,                             >

                   Plaintiff;
                                                   I
        V.                                                     Civil Action No.
                                                   i
OPINION RESEARCH                                   >
CORPORATION,                                       >

                   Defendant


                                       VERIFIED COMPLAINT

         Plaintiff Dr. Michael R. Cooper ("Dr. Cooper"), by and through his undersigned attorneys,

alleges for his complaint as follows:

                                             Nature of Action

         1.        This is an action brought pursuant to Section 220 of the Delaware General

Corporation Law,  8 Del. C.  5 220 ("Section  220") to compel Defendant Opinion Research

Corporation ("ORC" or the "Company") to make available for inspection and copying by plaintiff

certain books and records of OlRC.

                                                The Parties

         2.        PIaintitTis  and was at all times relevant to this action a stockholder ofrecord

         3.        Defendant ORC is a Delaware corporation with its principal place of business in

Skillman, New Jersey.

                                        Backeround  of the Action

         4.        During the period from approximately June 1994 until June 2000, the stock of 0R.C

primarily traded in the $4.00 to $6.25 range, despite various efforts and strategies of management


RLFl-2196042.2

SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • Plaintiff Dr. Michael R. Cooper, by and through his undersigned attorneys,
  • 5 220 to compel Defendant Opinion Research
  • Corporation ("ORC" or the "Company") to make available for inspection and copying by plaintiff
  • certain books and records of OlRC.
  • Skillman, New Jersey.
  • primarily traded in the $4.00 to $6.25 range, despite various efforts and strategies of
  • merge ORC at a price not likely to be realized otherwise.
  • the management of the Company has at all times sought to entrench itself in power.
  • the Company received at least two serious expressions of interest from
  • Senior members of incumbent management, and in particular, John Short, the
  • expressions of interest indicated a potential price range that would return a premium to
  • in the vicinity of 100% or more over the historic trading range ofthe Company's stock.
  • No public announcement of the Company's invitations or interest
  • in receiving bids was made.
  • On May 4, 2000, a written demand, duly executed under oath by Dr. Cooper, to
  • inspect certain books and records of ORC was delivered by overnight delivery to ORC at its
  • The Demand Letter d.emanded the right pursuant to Section 220,
  • documents relating to the value of the Company, documents relating to any offer to acquire or
  • whether material information has been selectively provided to certain stockholders.
  • form and manner of making a demand for inspection and copying of the demanded materials.
  • In a letter dated August 22,2000, counsel for ORC informed counsel for Dr. Cooper
  • or alternatively order ORC to immediately furnish plaintiff with copies of all
  • grant such other proper relief, including reasonable attorney's fees and costs,
  •    |