IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
I
IN AND FOR NEW CASTLE COUNTY
FRAXCIS CIANFROCCA and
TEMPEST SOFTWARE, INC.,
Plaintiffs,
V.
A D A M I-1. SOHN,
Defendant. i
COMPLAINT
I. ~LIMINARY STATEMENT
By this action, plaintiffs, a technology start-up company and its majority
shareholder, seek to cancel and rescind the stock held by defendant, a former officer and director,
and current minority shareholder, as well as to recover from defendant for his waste, gross
negligence and willful breach of fiduciary duty owed to the company. The causes of action for
cancellation and recission of shares arise from defendant's knowing and deliberate false
representations made to induce plaintiffs to issue equity to him without cash consideration. The
causes of ac.tion with respect to waste, gross mismanagement and breach of fiduciary duty relate
to defendant's acts of internal sabotage and willful breaches of fiduciary duty as an officer and
director of plaintiff, Tempest Software Inc., including defendant's actions taken to benefit a
particular customer of Tempest Software Inc., by whom defendant ultimately became employed.
KLFI-2193309-I -l-
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
TEMPEST SOFTWARE, INC.,
By this action, plaintiffs, a technology start-up company and its majority
shareholder, seek to cancel and rescind the stock held by defendant, a former officer and
and current minority shareholder, as well as to recover from defendant for his waste, gross
negligence and willful breach of fiduciary duty owed to the company.
cancellation and recission of shares arise from defendant's knowing and deliberate false
representations made to induce plaintiffs to issue equity to him without cash consideration.
causes of ac.tion with respect to waste, gross mismanagement and breach of fiduciary duty
to defendant's acts of internal sabotage and willful breaches of fiduciary duty as an officer
director of plaintiff, Tempest Software Inc., including defendant's actions taken to benefit a
customers include major Fortune 500 companies who require connective software to operate
Plaintiff Francis Cianfrocca is an individual and a majority
Defendant Adam Sohn is a former CEO, director, and corporate
Through the efforts of Mr. Cianfrocca, Tempest/NY
The shares of Tempest/NY were owned 100% by
Tempest Consulting Inc. also a New York Corporation.
as a Director, management officer and corporate officer of Tempest, and to devote himself to
Sohn's False and Fraudulent Representations And Material Omissions
business plans, marketing materials, presentation materials, internal memoranda and interviews
revealed tha.t, from the outset of the patent application process, he had actually formed the
products and deliver certain services to Homedelivery.
gross negligence and willful breach of fiduciary duty and duty of loyalty.
CANCELLATION OF SHARES ON ACCOUNT OF FRAUD
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