IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JASON SHER and TAYLOR FOUNDATION, INC. :
Plaintiffs,
: CA. No. IjVh
US AIRWAYS GROUP, INC., MATHIAS J. DEVITO, :
RAKESH GANGWAL, PETER M. GEORGE, :
ROBERT L. JOHNSON, ROBERT LEBUHN, JOHN :
G. MEDLIN, JR., HANNE M. MERRIMAN, THOMAS :
H. O'BRIEN, HILDA OCHOA-BRILLEMBOURG, :
RICHARD B. PRIORY, RAYMOND W. SMITH and :
STEVEN M. WOLF,
Defendants.
X'
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COMPLAINT
Plaintiffs, by their attorneys, allege upon information and belief, except
with respect to their ownership of US Airway Group, Inc. ("UAG" or the "Company")
common stock as follows:
PARTIES
1. Plaintiffs are the owners of common stock of UAG.
2. UAG is a Delaware corporation with principal executive offices at
2345 Crystal Drive, Arlington, Virginia 22227. UAG is a holding company
principle asset is US Airways Inc. UAG is US Airways' sole shareholder.
3. Defendant Rakesh Gangwal is President and Chief Executive
Officer the Company and President and Chief Executive Officer of US Airways Inc.
4. Defendants Peter M. George, Robert L. Johnson, Robert LeBuhn,
SNIPPETS:
ROBERT L. JOHNSON, ROBERT LEBUHN, JOHN: G. MEDLIN, JR., HANNE M. MERRIMAN, THOMAS:
STEVEN M. WOLF,
principle asset is US Airways Inc. UAG is US Airways' sole shareholder.
Defendants Peter M. George, Robert L. Johnson, Robert LeBuhn,
The foregoing individual directors of UAG (collectively the "Director
Defendants"), owe fiduciary duties to UAG and its shareholders.
Plaintiffs bring this action on their own behalf and as a class action
brought is so numerous that joinder of all class members is impracticable.
30, 2000, there were 66,619,OOO shares of UAG common stock outstanding held by
members of the Class and which predominate over any questions affecting any
Plaintiffs are committed to prosecuting this action and have
retained competent counsel experienced in litigation of this nature.
Defendants are acting or refusing to act on grounds generally
The prosecution of separate actions by individual members of the
Class could create a risk of inconsistent or varying adjudications with respect to
For the reasons stated herein, a class action is superior to other
UAL Corp., the worlds largest airline, pursuant to which UAL agreed to
purchase most of UAG's assets for approximately $4.3 billion in cash.
It appears that the inside transaction was approved by the UAG
shares, including conducting an appropriate market check and fully investigating
corrected, will continue to be, wrongful, unfair and harmful to UAG's public
to breach their fiduciary duties owed to plaintiffs and the Class,
Plaintiffs have no adequate remedy at law.
the Class for all losses and damages suffered and to be suffered
Granting such other and further relief as may be just and proper.
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