IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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RESHO HOLDINGS L.P.,
Civil Action No. /6777
Plaintiff,
V .
PHILIP R. MCLOUGHLIN, MICHAEL
E. HAYLON, CLYDE E. BARTTER,
ROBERT W. FIONDELLA, MARILYN
E. LAMARCHE, JAMES M. OATES, -.
FERDINAND L.J. VERDONCK, JOHN .
ANDERSON, GLEN D. CHURCHILL,
DONNA F. TUTTLE, DAVID A.
WILLIAMS, PHOENIX HOME LIFE
MUTUAL INSURANCE COMPANY and
PHOENIX INVESTMENT PARTNERS,
Defendants.
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COMPLAINT
Plaintiff, Resho Holdings L.P., by its attorneys, alleges upon
information and belief, except as to paragraph 1 which is alleged
upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff is the owner of common stock of Phoenix
Investment Partners, Ltd. ("Phoenix" or the "Company") and has been
the owner of such shares continuously since prior to the wrongs
complained of herein.
2. Defendant Phoenix is a corporation duly existing and
organized under the laws of the State of Delaware, with its
principal executive offices located at 56 Prospect Street,
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
PHOENIX INVESTMENT PARTNERS,
Plaintiff, Resho Holdings L.P., by its attorneys, alleges upon
Investment Partners, Ltd. and has been
the owner of such shares continuously since prior to the wrongs
Phoenix is an investment management company
defendant Phoenix Home Life Mutual Insurance Company ("Phoenix
Directors and a director of Phoenix.
Defendants Michael E. Haylon, Clyde E. Bartter, James M.
By reason of the above Individual Defendants' positions
the class the highest obligations of good faith, fair dealing, due
care, loyalty and full, candid and adequate disclosure.
Phoenix, Phoenix Home owes fiduciary duties of good faith, fair
members of the Class.
stockholders of the Company (except the defendants herein and any
acquire all of the outstanding shares of Phoenix's common stock
owned by public shareholders at a price of $12.50 per share (the
The $12.50 per share price offered by Home Life is
Because Home Life controls a majority of the
unless the transaction is to be approved by a majority of the
plan to take Phoenix private, which, if not enjoined, will result
transaction that is inherently unfair to them and that is the
duties owed to plaintiff and the Class and will consummate the
adequate remedy at law.
the transaction and awarding rescissionary damages;
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