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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT HEREBY PLAINTIFFS PARTIES DEFENDANTS JUDGEMENT SCHEDULING ORDER MEMBERS ATTORNEYS COUNSEL REPRESENTATIVES STIPULATION DETERMINATION ADEQUATE DIRECTORS CHANCERY RULES ACTS INFINITY BROADCASTING AFFILIATES MERGER PREJUDICE RELATING FEES PURSUANT ACCORDANCE MATTER HEREINAFTER LAW COMMON |
_.. " >
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE' .
IN AND FOR NEW CASTLE COUNTY 87, r
.- I `3
IN RE INFINITY BROADCASTING 1 L
CORPORATION SHAREHOLDERS LITIGATION ) Consol. C.A. No. 18219
I..\ _. --
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement
and Release, dated February 7, 2001 (the "Stipulation"), of the
above-captioned consolidated action (the "Action"), having been
presented at the Settlement Hearing on September 25, 2001,
pursuant to the Scheduling Order for Approval of Settlement of
Class Action entered herein on June 25, 2001 (the "Scheduling
Order"), which Stipulation was joined and consented to by all
parties to the Action and which (along with the defined terms
therein) is incorporated herein by reference; and the Court having
determined that notice of said hearing was given in accordance
with the Scheduling Order to members of the Class as certified by
the Court in the Scheduling Order and that said notice was
adequate and sufficient; and the parties having appeared by their
attorneys of record; and the attorneys for the respective parties
having been heard in support of the settlement of the Action, and
an opportunity to be heard having been given to all other persons
desiring to be heard as provided in the notice; and the entire
matter of the Settlement having been considered by the Court;
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2
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SUPPLEMENT TO PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
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EXTRACTED KEY WORDS
INFINITY PURCHASE MERGER EXCHANGE RATIO PLAINTIFFS FERNANDES SETTLEMENT YORK OBJECTION SHARES MERGER AGREEMENT ESQUIRE DELAWARE COUNSEL LLP INFINITY STOCK SUPPORT ATTORNEYS LAWYER INTERVENTION WILMINGTON REASONS COURT SUPPLEMENT TRANSACTION INDIVIDUAL COMPANY BRAUTIGAM VIACOM PRIOR |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE INFINITY BROADCASTING CONSOLIDATED
CORPORATION SHAREHOLDERS : CIVIL ACTION NO. 18219 NC
LITIGATION
SUPPLEMENT TO PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED
SETTLEMENT AND APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
CHIMICLES & TIKELLIS, LLP
Pamela S. Tikellis
One Rodney Square
P.O. Box 1035
Wilmington, Delaware 19801
(302) 656-2500
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Norman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899
(302) 656-4433
Co-Liaison Counsel for Plaintiffs
OF COUNSEL:
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
One Pennsylvania Plaza
New York, NY 10119-0165
(212) 594-5300
ABBEY GARDY, LLP
212 East 39th Street
New York, NY 10016
(212) 889-3700
Plaintiffs' Co-Lead Counsel
September 24, 2001
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3
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INTERVENERS REPLY MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR ATTORNEYS FEES
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EXTRACTED KEY WORDS
DELAWARE PLAINTIFFS JUAREZ FEE COURT PEZZA-FIORILLO LITIGATION EFFORTS SETTLEMENT DEFENDANTS MEMORANDUM BRUALDI YORK DISPUTE EXCHANGE RATIO MOTION FIRM NEGOTIATIONS AWARDING COUNSEL LAW OPENING COMPLAINTS CONSIDERATIONS EXHIBIT FACTUAL RECORD ACCORDANCE DIRECTORS PENDING LEAD COUNSEL COMMENCING BRUALDI AFFIDAVIT |
ORiGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------------------------------------~
In re Infinity Broadcasting
Corporation Shareholders Consolidated
Litigation Civil Action No. 18219 NC
------------------------------------------------~
INTERVENERS LINDA JUAREZ' AND ANN M. PEZZA-FIORILLO'S REPLY
MEMORANDUM OF LAW IN SUPPORT OF MOTION
FOR AN AWARD OF ATTORNEY'S FEES
Interveners Linda Juarez and Ann M. Pezza-Fiorillo, on behalf of their counsel, The
Brualdi Law Firm ("Brualdi") and Garwin Bronzaft Gerstein & Fisher LLP ("Garwin"),
respectfully submit this reply memorandum of law in further support of their motion for an
award of attorney's fees, and specifically to respond to a few of the issues raised by Delaware
plaintiffs in their September 2 1,200l memorandum.
Preliminarv Statement
As an initial matter, there is much in Delaware plaintiffs' memorandum that Juarez and
Pezza-Fiorillo do not dispute. Specifically, they do not dispute that the standards for class
certification are met, and that Delaware plaintiffs have correctly set forth the legal standards for
evaluating whether a settlement should be approved and for determining whether an attorney's
fee should be awarded and, if so, the amount of the fee.
Likewise, it appears that there is much in Juarez' and Pezza-Fiorillo's opening
memorandum that Delaware plaintiffs do not dispute. Specifically, Delaware plaintiffs do not
-I-
dispute that Juarez and Pezza-Fiorillo filed their actions in New York in accordance with well-
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4
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES
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EXTRACTED KEY WORDS
COUNSEL SETTLEMENT FEE COURT REPRESENTATIVES DEL JUAREZ FEMANDES VIACOM DELAWARE ABBEY REASONABLENESS INFINITY ATTORNEYS SHAREHOLDERS COMMON STOCK LITIGATION COURT RULES SPECIAL COMMITTEE DEFENDANTS EXCHANGE RATIO FINANCIAL ADVISOR TRANSACTION LERACH LLP CO-LEAD COUNSEL MILBERG WEISS CLASS CERTIFICATION STOCKHOLDERS CLASS MEMBERS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE INFINITY BROADCASTING CONSOLIDATED --~'
CORPORATION SHAREHOLDERS : CIVIL ACTION NO. 18219 NC
LITIGATION
-----------------------------------------------------------------------x
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT ;il
AND APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
CHIMICLES & TIKELLIS, LLP
Pamela S. Tikellis
One Rodney Square
P.O. Box 1035
Wilmington, Delaware 1980 1
(302) 656-2500
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Norman M. Monhait
Suite 140 1, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899
(302) 656-4433
Co-Liaison Counsel for Plaintiffs
OF COUNSEL:
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
One Pennsylvania Plaza
New York, NY 10119-0165
(212) 594-5300
ABBEY GARDY, LLP
212 East 39th Street
New York, NY 10016
(212) 889-3700
Plaintiffs' Co-Lead Counsel
~ September 21, 2001
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5
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PROPOSED INTERVENORS MEMORANDUM OF LAW IN SUPPORT OF MOTION TO INTERVENE
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EXTRACTED KEY WORDS
PROPOSED INTERVENERS COURT BRUALDI AFFIDAVIT COUNSEL YORK EXHIBIT JUAREZ DEFENDANTS INFINITY VIACOM EXCHANGE RATIO PEZZA-FIORILLO FEES LITIGATION EFFORTS MOTION PLAINTIFFS DELAWARE STIPULATION UNDISPUTEDFACTS PUBLIC RECORD LLP PURPORTS COMPLAINT EXPEDITED DISCOVERY ACTION PENDING AWARD REQUESTS SHAREHOLDERS UNDISPUTED FACTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY ._ 1~;
, .;:
: 1. : :
: :
IN RE INFINITY BROADCASTlNG i >
CORPORATION- SHAREHOLDERS 1 consolidated
LITIGATION ) Civil Action No. 18219 NC b. _
4 I
PROPOSED INTERVENERS LINDA JUAREZ' AND ANN M. PEZZA-FIORILLO's
MEMORANDUM OF LAW IN SUPPORT OF MOTION
TO INTERVENE FOR THE LIMlTED PURPOSE OF ASSERTING
A CLAIM FOR AN AWARD OF ATTORNEY'S FEFS
-L
Proposed interveners Linda Juarez and Ann M. Pezza-Fiorillo, for the benefit of their
counsel, The Brualdi Law Firm and Garwin Bronzaft ~JerStein & Fisher LLP, respectfully submit
this memorandum of law in support of their motion to intervene for the limited purpose of
asserting a claim far an award of attorney's fees, and reimbursement of litigation expenses, in
this action.
Proposed interveners take no position on the merits of the proposed settlement, or, if it is
approved, on what an aggregate award of reasonable attorney's fees should be.' Rather,
proposed interveners respectfully submit that if the settlement is approved and this Court
approves an award of attorney's fees, the undisputedfacts in thepublic record demonstrate that
their litigation efforts prompted the creation of at least one half of the benefits which purport to
provide support for the proposed settlement. Accordingly, to the extent any fee is awarded, they
' Indeed, proposed interveners acknowledge that counsel for Linda Juarez has in the past
argued (unsuccessfully) to a New York Court that while the parties to this Delaware action
should be free to pursue the settlement in this Court, and if approved by this Court use it to
release the claims asserted here, that the proposed settlement is less than adequate and as a result
the parties should not be free to use it to release the claims asserted by Ms. Juarez in New York.
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6
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PROPOSED INTERVENER L. FERNANDES MEMORANDUM OF LAW IN SUPPORT OF MOTION TO INTERVENE
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EXTRACTED KEY WORDS
CHANCERY COURT SETTLEMENT INFINITY CHANCERY COURT RULE COUNSEL DEFENDANTS EXHIBIT PURSUANT EXCHANGE RATIO PLAINTIFFS STOCK INFINITY SHAREHOLDERS PAID LAW FEE PROTECT VIACOM SHARES REPORT FEMANDES CASTLE CTY COMMON ILLUSORY RELIEF PARTIES PERMISSIVELY PURSUANT IMPEDE ABILITY TRANSACTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE I
IN AND FOR NEW CASTLE COUNTY
1;
In re Infinity Broadcasting c `::
> I~ -'
Corporation Shareholders !I; i;.y
) Consolidated
Litigation ) Civil Action No. 18219 Nt?!::lj
- _
I `_ :
PROPOSED INTERVENER LES FERNANDES' MEMORA&@M ;
OP IN SUPPORT OF MOT10-E AS A PLA&TIFF c.9
Proposed plaintiff-intervener Les Fernandes respectfully submits this
memorandum of law in support of his motion to intervene as a plaintiff pursuant to
Chancery Court Rules 24(a) and (b). Proposed intervener seeks to intervene for the
purpose of opposing a proposed settlement which plaintiffs' counsel have negotiated with
defendants which provides little or no benefit to the class, but does provide for a
substantial attorney's fee to plaintiff's counsel. Since the proposed settlement would
release proposed-intervener's claim, he is situated such that "the disposition of that action
may as a practical matter impair or impede . . . [his] ability to protect that interest" and
thus his motion should be granted under Chancery Court Rule 24.(a). Alternatively,
because proposed intervener seeks to assert a similar claim which has issues of law and
fact in common, his motion should be granted under Chancery Court Rule 24(b).
Statement of Facts
This action is the consolidation of a number of actions which were first filed on
August 15, 2000, less than two hours after it was publicly announced that Viacom, Inc.,
("Viacom") had delivered a letter to the directors of Infinity Broadcasting Corporation
("Infinity") on August 14 announcing an offer to acquire all of the Class A shares of
Infinity it did not already own in a stock for stock merger transaction. The actions were
2
brought notwithstanding that Infinity and its directors had not yet had time to consider
the offer, let alone accept or reject it. Plaintiffs' counsel and defendants subsequently
agreed that the first two of the law firms to file actions in the two hours after the public
announcement, Milberg Weiss Bershad Hynes & Lerach LLP and Abbey Gardy &
Squitieri LLP, would serve as "lead counsel" with responsibility for supervising the
prosecution of the consolidated action, and this Court signed an unopposed stipulation to
that effect on August 3 1,200O.
When the Viacom offer was first announced on August 15, it proposed to acquire
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7
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS VIACOM STOCK PLAINTIFF MEMBERS SHARES PRICE CONTROL SHAREHOLDERS UNFAIR PUBLICLY-HELD FIDUCIAR STOCKHOLDERS COMMON INADEQUATE FIDUCIARY DUTIES TRANSACTION OUTSTANDING OFFICERS RELEVANT TIMES YORK BREACH DIRECTORS ENJOIN GROSSLY INADEQUATE PROFITABILITY REPRESENTATIVES POWER REPORT |
, I \
1 :: 1.
r. i"
:
lI:;j -"
,", _, IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
if, (; IN AND FOR NEW CASTLE COUNIY
EIJGENlA GLADSTONE VOGEL, on behalf of
herself and all others similarly situated,
Plaintiff,
Civil
vs.
DAVID 7. MCLAUGHLIN, WIL.LIAM S. LEVINE,
ARTURO R. MORENO, BRUCE S. GORDON,
JEFFREY SHERMAN:, GEORGE H. CONRADES,
ROBERT DOWNS WALTER, MEL KARMAZIN,
FARID SULEMAN, INFINITY BROADCASTING
CORPORATION and VIACOM, INC..
Defendants. x
SHAREHOLDER'S CLASS ACTION
-___--
Plaintiff, by her attorneys, for her complaint against defendants,
knowledge with respect to paragraph 4. and upon information and belief
upon the investigation of counsel.. as to all other allegations herein, as
-NATURE OF THE ACTION
1. This is a stock.holders' class action on behalf of the
defendant Infinity Broadcasting C'orporation ("Infinity" or the "Company"),
its. officers and directors and the controlling shareholder of Infinity to
defendants related to the proposed acquisition of the outstanding shares of
stock by its majorty controlling shareholder, defendant Viacom, Inc.
2. The consideration that Viacom has stated it will offer to
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