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1
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DEFENDANTS POST-TRIAL BRIEF
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EXTRACTED KEY WORDS
MCHC DIVIDENDS TRANSFERS SECOND DEMAND PAY DOBLER EQUIPMENT REQUEST COURT MONTGOMERY CELLULAR HOLDING BBC ACQUISITION PTX STOCKHOLDERS RELATING ABILITY DEFENDANT FIRST DEMAND PROPER PURPOSE TESTIMONY MINORITY STOCKHOLDERS VALUATION AFFILIATES EQUIPMENT PURCHASES PALMER WIRELESS PARAGRAPH INSPECTION PRODUCTION GERHARD FRANK DOBLER SUBSECTION |
IN THE: COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GERHARD FRANK DOBLER, et al.,
Plaintiffs,
V. Civil Action No. 18150 /
MONTGOMERY CELLULAR HOLDING
CO., INC.,
Defendant.
GERHARD FRANK DOBLER, et al.,
Plaintiffs,
V. Civil Action No. 18499
MONTGOMERY CELLULAR HOLDING
CO., INC.,
Defendant.
DEFENDANT'S POST-TRIAL BRIEF
SMITH, KATZENSTEIN & FURLOW LLP
David A. Jenkins
800 Delaware Avenue
Post Office Box 410
Wilmington, DE 19899-04 10
(302) 652-8400
February 28,200l Attorneys for Defendant
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . ii
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2
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DEFENDANTS REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
ALLEGATION COURT CANCELLATION FACTS PROXY STATEMENTS MOTION PLAN DEFENDANTS CONCLUSORY ALLEGATION DISMISS RE-GRANT SUPPORT STOCK PROVISION TERMINATION COMPLAINT OPPOSITION RESIGNATION CHANCERY COURT CONTRACT GRANT NONSTATUTORY DEMAND SIEBEL EXHIBITS DISNEY OVITZ EMPLOYEES REASON |
IN THE; COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SIEBEL SYSTEMS, INC. 1
DERIVATIVE LITIGATION ) Consolidated C. A. No. 18150 NC
DEFENDANTS' REPLY MEMORANDUM c ;' , ' ,j
IN SUPPORT OF MOTION TO DISMISS 2 ,. / >.;
7`. ; ; I
f :.., , .
Plaintiffs' opposition to this motion--and indeed their entire case--eges upon a
I
:
factually unsupported conclusion that must be disregarded. Challenged b$ -defendants'
. .`r:
motion to dismiss, plaintiffs' only reply is to protest that their conclusory allegation (ma?
options were cancelled and re-granted) must be accepted as true, notwithstanding that it is
unsupported by particularized facts and indeed is contradicted by the very documents on
which plaintiffs claim to rely. This position is simply unfounded.
Plaintiffs do not even attempt to dispute most of the points raised in defendants'
motion that clearly establish the applicability of the business judgment rule: the challenged
option grant was approved by a disinterested and independent Board; the Compensation
Committee of the Board, consisting of two highly-regarded outside directors, engaged in a
careful and detailed analysis in support of the decision; under ordinary circumstances the
1996 Plan grants full discretion to the Board to set the exercise price of Nonstatutory Stock
Options at any level they deem appropriate to effectuate the purposes of the Plan; and
Delaware courts have repeatedly rejected shareholder attempts to second-guess decisions of
independent boards in setting compensation. Plaintiffs ignore these points altogether in their
opposition, instead seeking to excuse demand by the conclusory statement that the Board
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3
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PLAINTIFFS BRIEF IN OPPOSITION TO MOTION TO DISMISS
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EXTRACTED KEY WORDS
PLAINTIFFS REGRANT DEMAND NONSTATUTORY OPTIONS COURT PLAN SIEBEL FACTS MOTION STOCK DISMISS DEFENDANTS EXERCISE PRICE FAIR MARKET DEF SIEBEL SHARES LOWEY DANNENBERG BEMPORAD WHITE PLAINS BALA PLAZA EAST FACTS SUFFICIENT DIRECTORS COMPLAINT PLEADS FACTS PROVISIONS COMMON STOCK BUSINESS JUDGMENT CANCELLATION TRANSACTION TOPAZ ROBERT BALA CYNWYD |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SIEBEL SYSTEMS, INC. CONSOLIDATED
DERIVATIVE LITIGATION CIVIL ACTION NO. 18150 NC
PLAINTIFFS' `BRIEF IN OPPOSITION
TO DEFENDAN?.l?Y MOTION TO DISMISS
-9
ROSENTHAL MONHAIT GROSS & GODDE$S;;P.A,
Norman M. Monhait Fr: `)
-.
Suite 1401, Mellon Bank Center .--.
919 N. Market Street ..I
;* .<
`#. ;
Wilmington, Delaware 19899 q.-
\/
(.`, ~ .:-
(302) 656-4433 ;.7 ;:. I :
Attorneys for Plaintiffs _.~ -4
-xa
OF COUNSEL:
LOWEY DANNENBERG BEMPORAD
& SELINGER, P.C.
Richard Bemporad
Stacy E. Blaustein
Jeanne F. D'Esposito
The Gateway, 1 Ith Floor
One North Lexington Avenue
White Plains, NY 10601-1714
(914) 997-0500
SCHIFFRIN & BARROWAY, LLP
Marc A. Topaz
Robert B. Weiser
Three Bala Plaza East, Suite 400
Bala Cynwyd, PA 19004
(610) 667-7706
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4
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DEFENDANTS OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
FACTS COMPENSATION COMMITTEE STOCK OPTIONS COURT PLAN PLAINTIFFS DEL SUPPORT GRANT EXERCISE PRICE DEFENDANTS BUSINESS COMPLAINT MOTION RECOMMENDATION ALLEGATIONS SSI BOARD EXECUTIVE OFFICER CONSIDERED RECOMMENDATION BUSINESS JUDGMENT PARTICULARIZED FACTS DISINTERESTEDNESS NONSTATUTORY STOCK OPTIONS PROXY STATEMENT AUTHORITIES CANCELLATION VICE PRESIDENT TRANSACTION STANFORD UNIVERSITY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOiZ NEW CASTLE COUNTY
KN RE SIEBEL SYSTEMS, INC. 1 Consolidated Civil Action No. 18150
DERIVATIVE LITIGATION
DEFENDANTS' OPENING 13tiEF IN SUPPORT OF MOTION TO DISMISS
Gregory V. Varallo
OF COUNSEL: Dominick T. Gattuso
Richards, Layton & Finger, P.A.
David M. Furbush One Rodney Square
Brobeck Phleger & Harrison, LLP P.O. Box 55 1
Two E:mbarcadero Place Wilmington, Dellaware 19899
220 Geng Road Attorneys for Defendants
Palo Alto, CA 94303-0913
Date: December 11,200O
RLFl-2242101-l
TABLE OF CONTENTS
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5
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COMPLAINT
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EXTRACTED KEY WORDS
PLAN DEFENDANT SSI GRANT MARKET EXERCISE PRICE INCENTIVE STOCK NONSTATUTORY STOCK FAIR MARKET PLAINTIFF SIEBEL COMMON STOCK SHARES OFTHE TIMES MATERIAL HERETO DIRECTORS CANCELLATION PRICING UNIFORM PRACTICE POLICY STOCK SPLIT CLOSING VIOLATION DELAWARE CORPORATION ALLEGES NATIONAL MARKET COMPENSATION COMMITTEE PRIOR GRANTING |
IN THE COURT CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LEONARD SEIDMAN,
Plaintiff,
V. : Civil Action No Ffy3Q h'G
.-
THOMAS M. SIEBEL; JAMES C. GAITHER; :
GEORGE T. SHAHEEN; CHARLES R. :
SCHWAB;, A. MICHAEL SPENCE; and :
ERIC E. SCHMIDT,
Defendants,
-and-
SIEBEL SYSTEMS, INC.,
a Delaware corporation,
Nominal Defendant.
COMPLAINT
Plaintiff alleges upon information and belief, except for paragraph 1 which is alleged upon
knowledge, as follows:
1. Plaintiff owns shares ofthe common stock ofnominal defendant, Siebel Systems, Inc.
("SSI" or the "Company"), and has owned such shares at all times material hereto.
2. Plaintiff brings this action derivatively, in the right and for the benefit of SSI.
3. Nominal defendant SSI is a Delaware corporation that is a provider of e. Business
applications. SSI has approximately 199.6 million shares of stock outstanding which are traded on
the Nasdaq National Market.
1
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