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SEJAS v GOSMAN Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,184, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: SEJAS, State: DE Delaware, UniqueCaseRef: DE>CC>00018184, Carematrix, Gosman, Chancellor, Abraham Gosman, Facilities, Management, Finances, Directors, Meditrust, Vice President, Shares, Agreements, Michael, Assets, Sale, Transaction, Control, Andrew, Chairman, Cash, Receivables, Exit, Disclosure, Termination, Elimination, Exit Plan, Resignation , ContentID: 120240242

Case Documents
1 2000-08-01 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101008
15 pages
PDF
Total Documents: 1 document , 15 pages
Price: $ 19.95


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1 . COMPLAINT

EXTRACTED KEY WORDS
GOSMAN
CHANCELLOR
ABRAHAM GOSMAN
DEFENDANTS
FACILITIES
MANAGEMENT
FINANCES
DIRECTORS
MEDITRUST
VICE PRESIDENT
PLAINTIFFS
SHARES
AGREEMENTS
MICHAEL
ASSETS
SALE
TRANSACTION
CONTROL
ANDREW
CHAIRMAN
CASH
RECEIVABLES
EXIT
DISCLOSURE
TERMINATION
ELIMINATION
EXIT PLAN
RESIGNATION
PARTNER
        IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                        IN AND FOR NEW CASTLE COUNTY

-------------------.-----------------x
MAGDA SEJAS and PATTI LISA,                    C-A-  No*  @(  j$pJc
                     Plaintiff,                COMPLAINT

     -against-

ABRAHAr"l D. GOSMAN, ANDREW D.
GOSMAN, MICHAEL M. GOSMAN,
H. LOY ANDERSON, JR., ROBERT
CATALDO and THOMAS J. MAGOVERN,

                     Defendants,

     -and--

CAREMATRIX CORPORATION,

                     Nominal Defendant. :
---------------------------.---.-----y,

               Plaintiffs allege as follows upon information and

belief, except as to the allegations which pertain to plaintiffs

which are alleged upon knowledge:

                            NATzyElE OF THE ACTION

               1.    Plaintiffs bring this action derivatively on

behalf and in the right of  CareMatrix Corporation  ("CareMatrix"

or the "Company") to enjoin a self-dealing transaction already

approved by its directors, the individual defendants named above,

that  wi1.L result in irreparable harm to the Company, if

consummated.

               2.    Since  CareMatrix's formation in 1996, Abraham D.

Gosman ("Abraham Gosman"), the Company's Chairman, Chief

Executive Officer ("CEO") and 40% owner, has used  CareMatrix  and

SNIPPETS:
  • except as to the allegations which pertain to plaintiffs
  • behalf and in the right of CareMatrix Corporation ("CareMatrix"
  • approved by its directors, the individual defendants named above,
  • Gosman, the Company's Chairman, Chief
  • Among other entities under his control,
  • Abraham Gosman has used the privately held
  • Chancellor to drain millions in cash and other valuable assets
  • receivables, Abraham Gosman faces personal financial ruin
  • stemming from a $200 million Loan (the "Meditrust Loan")
  • involving Chancellor owned assisted living facilities managed by
  • CareMatrix's management agreements, eliminating CareMatrix's
  • Abraham Gosman's self-dealing exit plan is
  • CareMatrix (approximately 7.5 million shares) is worth less than
  • three of CareMatrix's directors resigned.
  • CareMa-trix directors have agreed to the termination of the
  • paving the way to the sale
  • two sons, defendants Andrew D. Gosman and Michael M. Gosman, beneficially own 23% of the
  • between August 1997, and April 1999, and an Executive Vice President between October 1996 and
  • resignation of three CareMatrix Directors on June 6,
  • director of the sole general partner of Chancellor Partners
  • Abraham Gosman developed an exit plan to eliminate the massive
  • "Proposed Transaction").
  • There was no disclosure of what
  • no disclosure of how the elimination of the
  • of the sale would affect the Company's operations and finances,
  •    |