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OTTO v MCLAUGHLIN Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,227, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: OTTO, State: DE Delaware, UniqueCaseRef: DE>CC>00018227, Infinity, Viacom, Stock, Shares, York, Price, Publicly-held, Control, Shareholders, Stockholders, Unfair, Fiduciary Duties, Common, Inadequate, Transaction, Officers, Outstanding, Karmazin, Complaint, Relevant Times, Breach, Directors, Grossly Inadequate, Growth, Profitability, Power, Report , ContentID: 120240212

Case Documents
1 2000-08-15 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 100973
13 pages
PDF
Total Documents: 1 document , 13 pages
Price: $ 19.95


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1 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
DEFENDANTS
VIACOM
STOCK
MEMBERS
PLAINTIFFS
SHARES
YORK
PRICE
PUBLICLY-HELD
CONTROL
SHAREHOLDERS
STOCKHOLDERS
UNFAIR
FIDUCIARY DUTIES
COMMON
INADEQUATE
TRANSACTION
OFFICERS
OUTSTANDING
KARMAZIN
COMPLAINT
RELEVANT TIMES
BREACH
DIRECTORS
GROSSLY INADEQUATE
GROWTH
PROFITABILITY
POWER
REPORT
                                                                               ERS' CLASS ACTION COMPLAINT

       Plaintiffs, by their attorneys, for their complaint against defendants, alleges upon

personal knowledge with respect to paragraph 4, and upon information and belief based,  &

a&, upon the investigation of counsel, as to all other allegations herein, as follows:

                                   NATURE OF THE ACTION

       1.      This is a stockholders' class  action  on behalf of the public stockholders of

defendant Infinity Broadcasting Corporation ("Infinity" or the "Company"), against certain of

its officers and directors and the controlling shareholder of Infinity to enjoin certain actions of

defendants related to the proposed acquisition of the outstanding shares of Infinity common

stock by its majorty controlling shareholder, defendant Viacom, Inc. ("Viacom").

       2.      The consideration that Viacom has stated it will o'ffer  to members of the Class

(as defined below) in the proposed stock acquisition is unfair and grossly inadequate, because
SNIPPETS:
  • SHAREHOLI>ERS' CLASS ACTION COMPLAINT
  • Plaintiffs, by their attorneys, for their complaint against defendants, alleges upon
  • This is a stockholders' class action on behalf of the public stockholders of
  • defendant Infinity Broadcasting Corporation,
  • defendants related to the proposed acquisition of the outstanding shares of Infinity common
  • stock by its majorty controlling shareholder, defendant Viacom, Inc..
  • The consideration that Viacom has stated it will o'ffer to members of the Class
  • in the proposed stock acquisition is unfair and grossly inadequate,
  • net asset value and future profitability.
  • Plaintiffs are and at all relevant times have been owners of Infinity common
  • offices located at 40 West 57th Street, New York, New York 10019.
  • outstanding, held by hundred:s if not thousands of shareholders of record.
  • Infinity board effectively control and dominate Infinity's affairs.
  • Mel Karmazin and Farid Suleman have served as the directors
  • By virtue of their positions as directors and/or officers of Infinity and/or their
  • facilitate Viacom' acquisition of the publicly-held minority shares of Infinity for unfair and
  • inadequate consideration, and colluding in Viacom's coercive tactics in accompanying such
  • fiduciary duties to plaintiffs and the other members of the Class;
  • not already own for the price of $40.04 per share in Viacom stock.
  • The Proposed Transaction, using Viacom stock as currency, has
  • a report issued by J. Reif-Cohen at Merrill Lynch Capital Markets
  • Management continues to deliver among the strongest rates of same-store growth in the entire
  • We expect Infinity to continue to report above-average growth given management's focused
  • unconscionable, unfair and grossly inadequate and constitutes unfair dealing because, among
  • Unless enjoined by this Court, defendants will continue to breach their
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