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1
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OPENING BRIEF OF DEFENDANTS EVANS NYE AND PLATT IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
ITURF MEMBERS DEL ALLEGATIONS MERGER SPECIAL COMMITTEE AMENDED COMPLAINT DUTY AMENDED COMPLAINT FAILS COURT CARE BREACH DEFENDANTS DISMISS EVANS LOYALTY ALLEGATIONS FAIL PROVISION PIPER JAFFRAY STOCKHOLDERS MONEY DAMAGES DIRECTORS TRANSACTION PLAINTIFFS INVESTMENT NEGOTIATE FINANCIAL ADVISOR NATURE DIVIDED LOYALTIES CONTROLLING STOCKHOLDER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE iTURF INC. SHAREHOLDER ) Consolidated
LITIGATION ) Civil Action No. 18242-NC
OPENING BRIEF OF DEFENDANTS
EVANS, NYE AND PLATT IN SUPPORT O F
THEIR MOTION TO DISMISS THE AMENDED COMPLAINT
SQUADRON ELLENOFF, PLESENT
& SHEINFELD LLP
Neal M. Goldman
55 1 Fifth Avenue
New York, NY 101'76
(212) 661-6500
MORRIS, NICHOLS, ARSHT & TUNNELL
Jon E. Abramczyk
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
Attorneys for Defendants
Thomas R. IEvans, Timothy LJ. Nye
and Douglas R. Platt
July 2,200l
1.
TABLE OF CONTENTS
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2
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OPENING BRIEF OF DEFENDANTS VANDERSLICE NELSON KAHN GUILLEMIN AND EDGAR IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
ALLEGATIONS AMENDED COMPLAINT DEFENDANTS FACTS KAHN CASH DEL COURT MERGER MOTION NELSON DIRECTORS VANDERSLICE DELAWARE THIRD-PARTY PLAINTIFFS SPECIAL COMMITTEE GUILLEMIN COMMON STOCK STOCKHOLDERS TRANSACTION EXCHANGE RATIO MOTIVATION INDEPENDENCE PIPER JAFFRAY BUSINESS JUDGMENT CONCLUSORY INTER-COMPANY AGREEMENTS INSUFFICIENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE iTURF INC. Consolidated
SHAREHOLDERS LITIGATION Civil Action No. 18242 N C
OPENING BRIEF OF DEFENDANTS VANDERSLICE,
NELSON, KAHN, GUILLEMIN AND EDGAR IN SUPPORT OF
THEIR MOTION TO DISMISS THE AMENDED COMPLAINT
AGAINST THEM AND TO STRIKE CERTAIN ALLEGATIONS
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I
OF COUNSEL: Jesse A. Finkelstein .- :_ ,.
Dale A. Schreiber Sr.inivas M. Raju
Peter J.W. Sherwin Richards, L.ayton & Finger
John R. Eraatz One Rodney Square
Proskauer Rose LLP P. 0. Box 551
1585 Broadway Wilmington, DE 19899
New York, NY 10036 (302) 6584541
(212-969-3000 Attorneys for Defendants Beth Vanderslice,
Bruce Nelson, Stephen I. Kahn, Evan
Guillemin and Christopher C. Edgar
Dated: April 3, 2001
RLFI-228907X-I
TABLE OF CONTENTS
TABLE OF AUTHORlTIES . . . . . . . iii
PRELIMlNARY STATEMENT . . . . . . . . . 1
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3
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ANSWER OF DEFENDANTS DELIA*S TO CONSOLIDATED AMENDED CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
AVERMENTS PARAGRAPH DENY ITURF COURT RESPECTFULLY REFER ADMIT TRANSACTION DEFENDANTS LACK INFORMATION KNOWLEDGE SUFFICIENT TRUTH LAW DIRECTORS PRESIDENT CONSOLIDATED AMENDED CLASS EXCHANGE RATIO COMMON STOCK CHIEF MEMBER ITURFINC OFFICER VICE PRESIDENT PROXY PLAINTIFFS REASONS BUSINESS CHAIRMAN OFFERING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE iTURF INC.
SHAREHOLDERS LITIGATION
v, <-.
ANSWER OF DEFENDANTS dELiA*s CORP. AND dELiA*s GROUl%k. s
TO THE CONSOLIDATED AMENDED CLASS ACTION COMPLAIh
Defendant dELiA*s Corp., formerly known as iTurfInc. ("iTurf'), and defendant dELiA*s
Group Inc., formerly known as dELiA*s Inc. ("dELiA*s" and, together with iTurf, the "Corporate
Defendants"), through their attorneys, Richards, Layton& Finger, P.A. and Proskauer Rose LLP, for
their answer to the consolidated amended class action complaint (the "Amended Complaint"):
1. Deny the averments in paragraph 1 of the Amended Complaint, except admit that
dELiA*s merged with and into a wholly owned subsidiary of iTurf (the "Transaction") and that the
Transaction included an exchange of 1.715 shares of iTurf Class A common stock for each share of
dELiA*s common stock
2. Lack information or knowledge sufficient to form a belief as to the truth of the
averments in paragraph 2 of the Amended Complaint
3. Deny the averments in paragraph 3 of the Amended Complaint, except admit that
iTurfis a Delaware corporation that had a principal place of business at One Battery Park Plaza, New
York, New York 10004.
4. Deny the averments in paragraph 4 of the Amended Complaint, except admit that
dELiA*s is a Delaware corporation that at the time of the Transaction held 11,425,OOO shares of
iTurf Class B common stock.
RLFl-2277281-l
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS COMMON STOCK PLAINTIFF TRANSACTION MEMBERS SHARES KAHN MERGER SHAREHOLDERS LAW COMPLAINT CONSUMERS PUBLIC OFFERING DIRECTORS CHIEF OFFICER FIDUCIARY DUTIES BREACH DAMAGES EXCHANGE VICE HOLDERS STOCKHOLDERS RELIEF PRICE MARKET EVANS PRIOR COMMITTEES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE /
IN AND FOR NEW CASTLE COUNTY
-------------------~--------------------x
GLENN PACK,on behalf of himself
and all other similarly situated,
Plaintiff,
- against - : Civil Action No. 1 gcyLhJ([_
STEPHEN I. KAHN, BETH VANDERSLICE,
. THOMAS R. EVANS, DOUGLASS PLATT,
TIMOTHY U. NYE, BRUCE NELSON,
CHRISTOPHER C. EDGAR, EVAN GUILLEMIN, :
ITURF INC., and DELIA'S INC.
Defendants.
----------------------------------------x
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his complaint against
defendants, alleges upon information and belief, except for
paragraph 2 hereof, which is alleged upon knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23 of
the Rules of the Court of Chancery on his behalf and as a class
action on behalf of all persons, other than defendants and those in
privity with them, who own the common stock of iTurf Inc. ("iTurf"
or the "Company") _
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. iTurf is a corporation duly organized and existing
under the laws of the State of Delaware, with principal executive
offices at One I3attery Park Plaza, New York, New York 10004. The
Company is a self-described "leading network provider of online
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