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1
.
ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH DENY MILSTEIN RESPONSE AVER LAW DEFENDANTS BROKERAGE EDWARD PHILIP MILSTEIN DOUGLAS ELLIMAN BROKERAGE BUSINESS REAL ESTATE HOWARD INFORMATION SUFFICIENT YORK INDIVIDUAL DEFENDANTS ADMIT REPEAT REALLEGE FULLY SET COURT RESIDENTIAL REAL ESTATE INSURANCE BROKERAGE PLAINTIFF TRUTH MANAGEMENT MIGLIN-BEITLER TRANSACTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP L. MILSTEIN, derivatively on behalf of :
DE COMMERCIAL, INC. and DEC INSURANCE:
BROKERAGE CORP.,
Plaintiff,
C.A. No. 18180 (NCC)
-against-
HOWARD P. MILSTEIN and
EDWARD L. MILSTEIN,
Defendants,
- and -
DE COMMERCIAL, INC. and
DEC INSURANCE BROKERAGE CORP.,
Nominal Defendants.
ANSWER
Defendants, Howard P. Milstein and Edward L. Milstein (the "Individual
Defendants"), by the undersigned attorneys, for their Answer to the Amended Complaint,
state as follows:
1. Deny the allegations contained in paragraph 1 of the Amended
Complaint, except to the extent that paragraph 1 of the Amended Complaint contains
conclusions of law to which no response is required, and admit that plaintiff purports to
assert derivative claims pursuant to the common law theory set forth therein. The
Individual Defendants further aver that the Boards of Directors of DE Commercial, Inc
and DEC Insurance Brokerage Corp. (the "Companies") have determined that it is in the
-l-
SNIPPETS:
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2
.
AMENDED COMPLAINT
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EXTRACTED KEY WORDS
PHILIP MILSTEIN SHAREHOLDERS ASSETS BROKERAGE HOWARD EDWARD MILSTEIN VENTURES INSURANCE BROKERAGE BUSINESS PLAINTIFF DOUGLAS ELLIMAN SALE DELAWARE COURT EXPENSES HM/EM VENTURES REAL ESTATE FIDUCIARY DUTIES ADVISORY SERVICES BUSINESS HMIEM VENTURES MISAPPROPRIATION PARTNERSHIP FIDUCIARY DUTY INVESTMENT INTEREST-FREE OPERATING ASSETS CORPORATE OPPORTUNITY RESIDENTIAL REAL ESTATE FRIEDMAN REALTY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP L. MILSTEIN, derivatively on behalf of DE)
COMMERCIAL, INC. and DEC INSURANCE
BROKERAGE CORP.,
Plaintiff,
V.
Civil Action No. 18180 (NCC)
HOWARD P. MILSTEIN AND EDWARD L.
MILSTEIN,
Defendants.
and
DE COMMERCIAL, INC. AND
DEC INSURANCE BROKERAGE CORP.
Nominal Defendants.
AMENDED
COMPLAINT
Plaintiff, Philip L. Milstein, for his derivative complaint as a shareholder
against defendants on behalf of the nominal defendants, by his attorneys, Potter Anderson &
Corroon LLP and Cahill Gordon & Reindel, alleges as follows:
Naliulre of the Actio!
1. For several years., the assets of DE Commercial, Inc. ("DE Commer-
cial") and DEC Insurance Brokerage Corp. ("DEC Insurance") (colle:ctively, the "Companies")
have been explioited by defendants Howard and Edward Milstein (each a director, officer and
20% sharehold.er) for their personal benefit at the expense of the Companies and the other
SNIPPETS:
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3
.
ANSWER
|
EXTRACTED KEY WORDS
PARAGRAPH ALLEGATIONS CONTAINELI DENY MILSTEIN RESPONSE AVER LAW DEFENDANTS INDIVIDUAL DEFENDANTS FULLY SET PHILIP MILSTEIN DOUGLAS ELLIMAN INFORMATION SUFFICIENT BROKERAGE BUSINESS DISTRIBUTION REPEAT REALLEGE EDWARD PLAINTIFF TRUTH REAL ESTATE STOCKHOLDERS DIRECTORS ESTATE BROKERAGE BUSINESS FIRST SENTENCE PAYMENTS MIGLIN-BEITLER SPECIAL MEETINGS MANAGEMENT |
IN THE COIJRT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP L. MILSTEIN, individually and deriva-
tively on behalf of DE COMMERCIAL, INC.
and DEC 1:NSURANCE BROKERAGE CORP.,
Plaintiff,
Civil ActionNo. 18180-NC
-against-
HOWARD P. MILSTEIN and
EDWARD L. MILSTEIN,
Defendants.
- and -
DE COMMERCIAL, INC. and
DEC INSURANCE BROISERAGI~ CORP..
Nominal Defendants,.
ANSWER
- - -
Defendants, Howard P. Milstein and Edward L. Milstein (the "Individual
Defendants"), by the undersigned attorneys, for their Answer to the Complaint, state as follows:
1. Deny the allegations contained in paragraph 1 of the Complaint, except to
the extent that paragraph 1 of the Complaint contains conclusions of law to which no response is
required, and admit that plaintiff purports to assert individual and derivative claims pursuant to
the common law theory set fclrth therein. The Individual Defendants further aver that the Boards
of Directors of DE Commerci~al, Inc. and DEC Insurance Brokerage Corp. (the "Companies")
have determined that it is in the best interests of the Companies to appoint special litigation
SNIPPETS:
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4
.
NOMINAL DEFENDANTS REPLY BRIEF IN SUPPORT OF THEIR MOTION TO STAY
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EXTRACTED KEY WORDS
LITIGATION DEL DERIVATIVE CLAIMS TLC DISCOVERY DEFENDANTS SPECIAL LITIGATION LITIGATION COMMITTEE MOTION DIRECTORS COURT DELAWARE CARLTON INVESTMENTS TLC BEATRICE HOLDINGS BELONGS INDEPENDENCE COMPLAINT SLC PERMIT CHANCERY ZAPATA INSURANCE AUTHORITY BROWN DISPUTE NATURE LAWYERS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP L . MILSTEIN, individually:
and derivatively on behalf of .
DE COMMERCIAL, INC. and DEC :
INSURANCE BROKERAGE CORP., :
:
Plaintiff, :
:
V. : Civil Action No. 18180
:
HOWARD I. MILSTEIN AND :
EDWARD L . MILSTEIN, ::
Defendants, ::
and :: .
DE COMMERCIAL, INC. and
DEC INSURANCE BROKERAGE CORP., --
:
Nominal c -,
_
Defendants.
NOMINAL DEFENDANTS' REPLY BRIEF
IN SUPPORT OF THEIR MOTION TO STAY
MORRIS, NICHOLS, ARSHT & TUNNELL
A. Gilchrist Sparks, III
S. Mark Hurd
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
OF COUNSEL: Attorneys for Nominal Defendants
Greg A. Danilow
Robert F. Carangelo
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
October 11, 2000
1.
SNIPPETS:
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5
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PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO NOMINAL DEFENDANTS MOTION FOR STAY
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EXTRACTED KEY WORDS
PHILIP DEFENDANTS HOWARD PLAINTIFF EDWARD INSURANCE BROKERAGE COURT COMPLAINT MOTION COUNSEL NOMINAL DEFENDANTS YORK SHAREHOLDER DISCOVERY DIRECTORS SLCS SPECIAL LITIGATION COMMITTEE PINE STREET CHANCELLOR BROWN OPPOSITION POTTER ANDERSON MARKET STREET HERCULES PLAZA FLOOR JONATHAN CAHILL GORDON REINDEL WILMINGTON ATTORNEYS ALLEGATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE S?,?>
IN AND FOR NEW CASTLE COUNTY
PHILIP L. MILSTEIN, individually and
derivatively on behalf of DE
COMMERCIAL, INC. and DEC
INSURANCE BROKERAGE CORP.,
Plaintiff,
Civil Action No. 18180 (NCC)
V.
HOWARD P. MILSTEIN and EDWARD
L. MILSTEIN,
Defendants,
and
DE COMMERCIAL, INC. and. DEC
INSURANCE BROKERAGE sCORP.,
Nominal Defendants.
PLAINTIF:F'S ANSWERING BRIEF IN OPPOSITION
TO NOMIl~DEFENDANTS' MOTION FOR STAY
POTTER ANDERSON & CORROON LLP
Robert K. l'ayson
Philip A. R,.ovner
OF COUNSEL: 13 13 Market Street
Hercules Plaza, 6th Floor
Jonathan D. Thier P.O. Box 951
CAHILL GORDON & REINDEL Wilmington, DE 19899-0951
Eighty Pine Street (302) 984-6000
New Y'ork, New York 10005-1702
Attorneys for Plaintiff
Philip L. Milstein
Dated: September 29, 2000
SNIPPETS:
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6
.
NOMINAL DEFENDANTS OPENING BRIEF IN SUPPORT OF MOTION TO STAY
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EXTRACTED KEY WORDS
DIRECTORS DEFENDANTS LITIGATION DERIVATIVE CLAIMS COMMITTEE INSURANCE SPECIAL LITIGATION PLAINTIFF STOCKHOLDERS DELAWARE BROWN ALLEGED WRONGDOING COURT INDIVIDUAL DEFENDANTS SLC CHANCERY MILSTEIN INSURANCE BROKERAGE NOMINAL DEFENDANTS PENDING KAPLAN DISCOVERY DISTRIBUTION EXECUTE GUARANTEE ASSERTS BUSINESS REASONS EXHIBIT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP 1;. MILSTEIN, individually:
and derivatively on behalf of
DE COMMERCIAL, INC. and DEC
INSURANCE BROKERAGE CORP.,
Plaintiff,
:
V. : Civil Action No. 18180
HOWARD I?. MILSTEIN AND :
EDWARD 1;. MILSTEIN, :
Defendants,
and
DE COMMERCIAL, INC. and
DEC INSURANCE BROKERAGE CORP.,
Nominal
Defendants.
NOMINAL DEFENDANTS' OPENING BRIEF
IN SUPPORT OF THEIR MOTION TO STAY
MORRIS, NICHOLS, ARSHT & TUNNELL
A. Gilchrist Sparks, III
S. Mark Hurd
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
OF COUNSEL: Attorneys for Nominal Defendants
Greg A. Danilow
Robert F. Carangelo
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
September 20, 2000
SNIPPETS:
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7
.
COMPLAINT
|
EXTRACTED KEY WORDS
SHAREHOLDERS PHILIP MILSTEIN ASSETS HOWARD EDWARD MILSTEIN INSURANCE BROKERAGE HM/EM VENTURES PLAINTIFF SALE DOUGLAS ELLIMAN COURT DELAWARE EXPENSES BUSINESS FIDUCIARY DUTIES DISTRIBUTION PARTNERSHIP MIGLIN-BEITLER CORROON LLP INVESTMENT REAL ESTATE TIMES PERTINENT HERETO POTTER ANDERSON INTEREST-FREE BASIS NFL FRANCHISE OPERATING ASSETS MISAPPROPRIATION ACCOUNTING CONNECTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHILIP L. MILSTEIN, individually and deriva-
tively on behalf of DE COMMERCIAL, INC.
and DEC INSURANCE BROKERAGE CORP.,
Plaintiff,
i Civil Action No. 1 8 1 m(NCC)
- against - )
HOWARD P. MILSTEIN AND EDWARD L.
MILSTEIN,
Defendants,
- and -
DE COMMERCIAL, INC. AND
DEC INSURANCE BROKERAGE CORP.
i -.
---
Nominal Defendants. )
1
COMPLAINT
Plaintiff, Philip L. Milstein, for his individual complaint against defendants,
and his derivative complaint as a shareholder against defendants on behalf of the nominal de-
fendants, by his attorneys, Potter Anderson & Corroon LLP and Cahill Gordon & Reindel,
alleges as follows:
Nature of the Action
1. For several years, the assets of DE Commercial, Inc. ("DE Commer-
cial") and DEC Insurance Brokerage Corp. ("DEC Insurance") (collectively, the "Companies")
SNIPPETS:
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