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1
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MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS MOTION FOR EXPEDITED PROCEEDINGS
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EXTRACTED KEY WORDS
DEFENDANTS PLAINTIFF DEL TRANSACTION EXPEDITE MOTION STOCKHOLDERS COMPLAINT SALE SOLUTIONS DIVISION DISCOVERY EXPEDITED PROCEEDINGS COURT RULE PRELIMINARY INJUNCTION MEDIA SOLUTIONS CONSUMMATE SUPR PERIOD ENDING SLIP CHANCERY COURT RULE CHANDLER LAW FACTS DISCLOSURES IRREPARABLE INJURY EXHIBIT HERETO DIRECTORS CONNECTION |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PATRICIA MOORE-WATTS, )
Plaintiff, 1
`J. i C.A. No. \, g2774C
WILLIAM :E. DYE, PETER SAAD ;
and ANTHONY MANSER,
i
Defendants,
;
and
i
UNIDIGITAL, INC. >
Nominal Defendant.
MEMORANDUM OF LAW IN SUPPORT OF
PLAINTIFF'S MOTION FOR EXPEDITED PROCEEDINGS
MORRIS, JAMES, HITCHENS &WILLIAMS LLP
Michael J. Maimone
Joseph C. Schoell
222 Delaware Avenue
P.O. Box 2306
Wilmington, Delaware 19899
(302) 888-6800
Attorneys for Plaintiff Patricia Moore-Watts
Of Counsel:
CAMHY KARLINSKY & STEIN LLP
Martin E. Karlinsky
George F . Meierhofer
1740 Broadway
161h Floor
New York, New York 10019-4.315
(212) 9'77-6600
Dated: August 3 1, 2000
TABLE OF CONTENTS
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2
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VERIFIED COMPLAINT
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EXTRACTED KEY WORDS
DYE MEDIA SOLUTIONS DEFENDANTS DIRECTORS STOCKHOLDERS PROPOSED SALE PLAINTIFF COMMON STOCK ACQUISITION DYE/ALONI ENTITY SAAD MANSER PRICE FIDUCIARIES ASSETS LAW OFFICER ACCORDANCE DELAWARE LAW REQUIRING YORK EXECUTION COMPENSATION COMMITTEE DGCL COURT ALLEGES BREACHES CONSUMMATION DUTY |
IN TH::E COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PATRICIA MOORE-WATTS, j'
Plaintiff,
`WILLIAM E. DYE, PETER SAAD, and
.ANTHONY MANSER,
Defendants, j
and
UNIDIGITAL., INC.,
Nominal Defendant.
JWRIFIED COMPLAINT
Plaint.iff Patricia Moore-Watts ("Plaintiff"), by and through her
attorneys, and for her Com.plaint in this action, alleges as follows:
SUMMARY OF THE ACTION
1. Plaintiff brings this action a.s a stockholder of the nominal defendant,
Inc. ("Unidigital" or the "Company"), in order to halt the unlawful sale of Unidigital's "crown
division to corporate insiders without any meaningful negotiation and at an unfair price. As alleged
below, the sale of these assets announced by Unidigital on August 21, 2000, should be enjoined
because it is the product of egregious breaches of fiduciary duties by a conflicted board of
and because, although Delaware law requires that the proposed sale be approved by stockholders of
Unidigital, management publicly has suggested that a vote of Unidigital's stockholders may not be
required.
PARTIES
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