IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
X
RUTHY PARNES,
Plaintiff,
- against - C.A. No. j%is?dc
TIMOTHY M. BYRD, NICK G. BOURAS, : CLASS ACTION COMPLAINT
EDWARD P. GRACE, III, GERALD R. --.I
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LEONARD, JAMES L. MONROE, RONALD : .~._
_? / CT"
.:L! :-
D.PEDERSEN, JOHN I?. ROCHON, JAMES :
A. SCHLINDWEIN, MICHAEL J.
MERRIMAN, MARKETING SPECIALISTS
CORPORATION and RICHMONT
CAPITAL PARTNERS I, L.P.,
Defendants.
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Plaintiff, by her attorneys, alleges upon information and
belief, except for paragraph 2 hereof, which is alleged upon
knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23 of
the Rules of the Court of Chancery on her behalf and as a class
action on behalf of all persons, other than defendants and those in
privity with them, who own the common stock of Marketing
Specialists Corporation ("MSC" or the "Company").
2. Plaintiff has been the owner of the common stock of
the Company since prior to the transaction herein complained of and
continuously to date.
3. Defendant MSC is a corporation duly organized and
SNIPPETS:
Plaintiff, by her attorneys, alleges upon information and
action on behalf of all persons, other than defendants and those in
Specialists Corporation ("MSC" or the "Company").
marketing and merchandising services to
Defendant Richmont Capital Partners I,
together with its affiliates, owns or controls
approximately 49% of the Company's outstanding common stock.
Board of Directors of the Company.
Defendant Timothy M. Byrd is Chief Financial Officer
The individual defendants, by reason of their
whose fiduciary duties, at all times relevant herein, required them
Said defendants owed the public shareholders of MSC the highest
duty of good faith, fair dealing, due care, loyalty, and full,
on behalf of all security holders of the Company (except
its subsidiaries or affiliates and/or directors
There are questions of law and fact which are
law duties owed by them to plaintiff and the members of the Class;
business designed to eliminate the public securities holders of MSC
whether the Class is entitled to injunctive relief or damages
initial public offering of 4.4 million shares at $15.00 per share.
Marketing stockholders received 6,705,551 shares of the Company's
Following this transaction the Company changed its
"Richmont Group") for the acquisition by the Richmont Group of all
such special committee is a sham and will be unable to protect the
The price of $2.50 per share to be paid to Class
and will breach their duty as controlling stockholder of MSC by
plaintiff demands judgment against the
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