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1
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INC. OPENING BRIEF OF NBTY
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EXTRACTED KEY WORDS
DELAWARE COURT PLAINTIFFS SHAREHOLDER CONSOLIDATION DEL AMENDED COMPLAINT EASTERN DISTRICT DEFENDANTS DEMAND FACTS ALLEGATIONS ALLEGE DIRECTORS SALES NBTY BOARD DERIVATIVEIY AMENDED COMPL DELAWARE LAW DISINTEREST INDEPENDENCE PARTICULARITY FEDERAL SECURITIES FIDUCIARY DUTY STORE SALES STAYED PENDING CONCLUSORY ALLEGATIONS DISCLOSURES PRE-SUIT DEMAND |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE NBTY, INC. SHAREHOLDERS ) Consolidated
LITIGATION > Civil Action No. 18261 NC
ZrJ
02 -
8
lb ;::* .,'
T-. +
.x!T. r"
i-e :,I 1
.px 2
OPENING BRIEF OF NBTY, INC. AND THE INDIVIDUAL DEFENl@#TQ ,,
IN SUPPORT OF THEIR MOTION TO DISMISS THE FIRST AME@@D _ 2
COMPLAINT OR, ALTERNATIVELY, STAY THE CONSOLIDA'TED~IQN `-9
-22 ; -..'
<
PRICKETT, JONES & ELLIOT?
13 10 King Street, Box 1328
Wilmington, DE 19899
(302) 888-6500
ED WARDS & ANGELL, LLP
5 1 John F. Kennedy Parkway
Short Hills, NJ 07078
(973) 376-7700
Admitted Pro Hat Vice
Attorneys for Defendants and NBTY, Inc.
Dated: July 30,200l
17556 l\lill3Zlvl
SNIPPETS:
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2
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INC. SHAREHOLDERS COMPLAINT
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EXTRACTED KEY WORDS
NBTY STOCK BUSINESS GROWTH PRICE DEFENDANTS SALES FIDUCIARY DUTY PLAINTIFFS DIRECTORS MARKET RUDOLPH SHARES REPRESENTATIONS STORES INVESTMENT COMMUNITY REAPING PROCEEDS SHAREHOLDERS INSIDER TRADING NON-PUBLIC INFORMATION BUSINESS PROSPECTS AMENDED DERIVATIVE COMPLAINT MISAPPROPRIATION CORPORATE INFORMATION COMMON STOCK VERTICAL INTEGRATION FUTURE BUSINESS PROSPECTS SAME-STORE SALES NUTRITIONAL SUPPLEMENTS CHANCERY RULES |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AN FOR NEW CASTLE COUNTY
-----------------------------------------------~-----------~---~ -
;;
: .j
. -.
. .,
IN RE NBTY, INC. SHAREHOLDERS CONSOLIDATED
LITIGATION : CIVIL ACTION N@ 18261'
: :
:-
---------------------------------------------------------------~ !
:,.~
(ii.
: :;
FIRST AMENDED DERIVATIVE COMPLAINT "
Plaintiffs, as and for their first amended derivative complaint (the "Complaint"), by
their attorneys, allege upon personal knowledge as to themselves and their own acts and upon
information and belief as to all other matters, as follows:
SUMMARY OF THE CLAIMS
1. This is a shareholders' derivative action brought pursuant to Rule 23.1 of the
Court of Chancery Rules in the right of and for the benefit of NBTY, Inc. ("NBTY" or the
"Company") and its public shareholders against a majority of the members of NBTY's Board
of Directors, for misappropriation of corporate information and insider trading, and other
breaches of fiduciary duty.
2. During the first half of 2000, NBTY disseminated information which led the
investment community to believe that it was enjoying, and would continue to enjoy,
significant growth of its business. These glowing representations contributed to a rise in the
market price of NBTY stock; from under $1 l/share at the beginning of 2000 to a high of
almost $19/share in May of that year. During this same time period, the Director Defendants
SNIPPETS:
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3
.
REPLY BRIEF OF NBTY AND INDIVIDUAL DEFENDANTS IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
DEFENDANTS NBTY PLAINTIFFS COURT DEL YORK FACTS SHAREHOLDERS PRIOR PENDING EASTERN DISTRICT LITIGATION INDIVIDUAL DEFENDANTS COMPLAINT MOTION ALLEGATIONS DISCLOSURES JURISDICTION FIDUCIARY DUTY NBTY BOARD PLAINTIFFS ALLEGE THIRD-QUARTER FEDERAL SECURITIES OPERATIVE FACTS PLAINTIFFS FAIL PRO HAT VICE DISINTEREST RESOLUTION MISREPRESENTATIONS NBTY SHARES |
IN THE COURT OF CHANCERY IN `THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
`.
IN RI! NBTY, INC. SHAREHOLDERS ) Consolidated :
LITIGATION > Civil Action No. 18261 NC ^ it :
: ..J
REPLY BRIEF OF NBTY, INC.
AND THE INDIVIDUAL DEFENDANTS
IN SUPPORT OF THEIR MOTION TO DISMISS
OR, ALTERNATIVELY, STAY THE CONSOLIDATED ACTION
PRICKETT, JONES & ELLIOTT
13 10 King Street, Box 13;!8
Wilmington, DE 19899
(302) 888-6500
EDWARDS & ANGELL, LLP
5 1 John F . Kennedy Parkway
Short Hills, NJ 07078
(973) 376-7700
Admitted Pro Hat Vice
Attorneys for Defendants and NBTY, Inc.
Dated: March 30,200:l
17556.1\133961v1
TABLE OF
SNIPPETS:
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4
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DERIVATIVE PLAINTIFFS BRIEF IN OPPOSITION TO DEFENDANTS MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
PLAINTIFFS LAW DEMAND SHAREHOLDERS DEL FACTS MOTION DELAWARE COURT YORK ARONSON PRONG STANDARD FORUM CLASS ACTION CONVENIENS INDIVIDUAL DEFENDANTS NBTY FEDERAL SECURITIES OPPOSITION FIRST-FILED ACTION PERSONAL FINANCIAL BENEFIT ALLEGATIONS CORPORATE INFORMATION INSIDER TRADING STORE SALES BRUALDI LAW FIRM NON-PENDENCY PARTICULARITY ACCESS SHAREHOLDERS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AN FOR NEW CASTLE COUNTY
--------------------------------------------------------------x
IN RE NBTY, INC. SHAREHOLDERS CONSOLIDATED
LITIGATION CIVIL ACTION NO. 18261 NC
--------------------------------------------------------------x
DERIVATIVE PLAINTIFFS' BRIEF IN OPPOSITION TO
DEFENDANTS' MOTION TO DISMISS OR ALTERNATIVELY STAY
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
Norman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899-l 070, ff
(302) 656-4433
,r7 -
".P`j ?
:`: ._A -z
. _., _'
Attorneys for Plaintiffs i.iL.,'
---
.-` :.:
OF COUNSEL:
GARWIN BRONZAFT GERSTEIN
& FISHER, LLP
1501 Broadway, Suite 1416
New York, NY 10036
(212) 398-0055
THE BRUALDI LAW FIRM
Suite 15 15, 29 Broadway
New York, NY 10006
(212) 952-0602
March 9, 2001
SNIPPETS:
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5
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VERIFIED DERIVATIVE COMPLAINT
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EXTRACTED KEY WORDS
NBTY TRADING RUDOLPH INSIDER TRADING SALES DIRECTORS STOCK BUSINESS MISLEADING STATEMENTS CORPORATE INFORMATION FIDUCIARY DUTY MATERIALLY FALSE ADVERSE PLAINTIFF SHARES STOCK PRICE REAPING PROCEEDS STORE SALES NON-PUBLIC INFORMATION STORE SALES GROWTH MICHAEL ASHNER NATHAN ROSENBLATT EXECUTIVES MISAPPROPRIATION CORPORATE ASSETS FINANCIAL CONDITION SCOTT RUDOLPH FUTURE BUSINESS PROSPECTS NOMINAL DEFENDANT |
p" $..", r
I'; i `;
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AN FOR NEW CASTLE COUNTY
-------~------"-----------------------------------------------x
SAUL J. FRIEDLAND, derivatively on behalf of :
NBTY, INC.
Plaintiff,
Civil Action No. lExJ
SCOTT RUDOLPH, ARTHUR RIJDOLPH,
MICHAEL ASHNER, BERNARD G. OWEN
GLENN COHEN, NATHAN ROSENBLATT,
HARVEY KAMlL, WILLIAM SHANAHAN,
Defendants,
-and-
NBTY, INC., a Delaware corporation,
Nominal Defendant.
--------------------------------------------------------------x
VERIFIED DERIVATIVE COMPLAINT
Plaintiff, by his attorneys, alleges upon personal knowledge as to himself and his own
acts and upon information and belief as to all other matters, as follows:
SUMMARY OF THE CLAIMS
1. This is a shareholders' derivative action brought pursuant to Court of Chancery
Rule 23.1 for the benefit of NBTY, Inc. ("NBTY" or the `Company") against a majority of
the members of NBTY's Board of Directors and two of the Company's non-director senior
executives, for misappropriation of corporate information and insider trading, waste of
corporate assets, breach of fiduciary duty, and gross mismanagement.
SNIPPETS:
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