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BARUCH v CADWELL Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,981, CourtCode: CC, CourtName: FIIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: BARUCH, State: DE Delaware, UniqueCaseRef: DE>CC>00017981, Sms, Eclipsys, Proposed Transaction, Directors, Shareholder, Fiduciary Duties, Stock, Individual Defendants, Common Stock, Wilson, Merger, Breach, Adequate, Healthvision, Management, Officer, Public Stockholders, Competent, Damages, Enjoin, Rejection, Control, Failing, Macaleer , ContentID: 120240357

Case Documents
1 2000-04 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101195
8 pages
PDF
Total Documents: 1 document , 8 pages
Price: $ 19.95


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1 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
DEFENDANTS
PLAINTIFF
ECLIPSYS
PROPOSED TRANSACTION
DIRECTORS
SHAREHOLDER
FIDUCIARY DUTIES
STOCK
INDIVIDUAL DEFENDANTS
COMMON STOCK
WILSON
MERGER
BREACH
ADEQUATE
LAW
HEALTHVISION
MANAGEMENT
OFFICER
PUBLIC STOCKHOLDERS
MEMBERS
COMPETENT
BUSINESS
DAMAGES
ENJOIN
LITIGATION
REJECTION
CONTROL
FAILING
MACALEER
             /..&%fIIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                             IN AND FOR NEW CASTLE COUNTY


RICHARD BARUCH
                                Plaintiff, :

       -against-

MARVIN S. CADWELL, R. JAMES                    :
MACALEER, FREDERICK W. DETURK, :
JOSH S. WESTON, JEFFREY S. RUBIN, :
GAIL R. WILENSKY, and SHARED
MEDICAL SYSTEMS CORPORATION, :

                          Defendants.



                                 CLASS ACTION COMPLAINT

               Plaintiff, by his attorneys, alleges upon information and belief, except as to

1 which is alleged upon knowledge, as follows:

                                          THE PARTIES

               1.      Plaintiff is the owner of shares of common stock of defendant Shared Medical

Systems Corporation  ("SMS") and has been the owner continuously of such shares since prior to the

wrongs complained of herein.

               2.      Defendant SMS is a corporation duly organized and existing under the laws

of the state of Delaware. SMS supplies information solutions to health care providers worldwide.

The Company's services and systems include clinical, financial, administrative and enterprise

management systems.

               3.      The following defendants are and at all times relevant hereto have been

directors of the Company:



                          (a>    Defendant Marvin S. Cadwell  is the President and Chief Officer and

SNIPPETS:
  • Plaintiff is the owner of shares of common stock of defendant Shared Medical
  • SMS supplies information solutions to health care providers worldwide.
  • The following defendants are and at all times relevant hereto have been
  • the principal executive officer of the Company and is a Director of SMS;
  • Company and of the Board of Directors of SMS;
  • (4 The Class is so numerous thatjoinder of all members is impracticable.
  • @I There are questions of law and fact which are common to the Class
  • competent counsel experienced in litigation of this nature.
  • Plaintiff anticipates that there will be no difficulty in the management of this
  • This action seeks to enjoin the breach of fiduciary duties by the defendants,
  • or in the alternative, seeks damages resulting from such breach, in connection with
  • Corporation, or any other third party to acquire, merge with, or enter into a business
  • During the last fifteen months, Eclipsys has proposed a combination of its
  • one of SMS's co-founders with Macaleer.
  • Eclipsys tried to hold merger talks with SMS "for some
  • But, according to Wilson, Eclipsys's Chairman and Chief Executive Officer, Eclipsys has
  • in the Proposed Transaction.
  • under circumstances in which he assumes management control".
  • The Individual Defendants have a duty to consider the Proposed Transaction
  • rejection, we have decided in consultation with our advisors to take this matter directly to
  • Neoforma.com, Inc. and Healthvision, Inc.
  • Plaintiff and the Class of public stockholders of SMS common stock are entitled
  • opportunities to maximize shareholder value, the Individual Defendants have thus far failed to
  • combination with Neoforma) without giving adequate consideration to the market's urgings to
  • by failing or refusing to fully inform themselves of the terms and benefits
  •    |