IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
NATVAR SHAH, P.E., >
>
Plaintiff, >
>
V. >
>
GA GROUP, INC., a Delaware corporation, >
GA GROUP NORTHEAST, INC., a >
Delaware corporation, NEW SHAH, INC., >
a Delaware corporation, SHAH >
ENGINEERING, INC., a New York >
corporation, SHAH ASSOCIATES >
ENGINEERING AND LAND SURVEY, >
P.C., a New York corporation, EPM >
FUNDING CORPORATION, a Delaware >
corporation, and EPM FUNDING, L.P., >
a Delaware limited partnership, >
>
Defendants. >
COMPLAINT UNDER 8 DEL. C. 8 223
Plaintiff Natvar ("Nick") Shah, P.E. ("Mr. Shah"), by and through his
undersigned attorneys, as and for his complaint against defendants, alleges upon knowledge as to
himself and otherwise upon information and belief as follows:
NATURE OF THE ACTION
1. This action, brought under Sections 220(c) and (d) of the Delaware
General Corporation Law ("DGCL"), and pursuant to certain of Mr. Shah's contractual rights,
seeks relief in the form of an order compelling defendants, GA Group, Inc. ("GA"), GA Group
Northeast, Inc. ("GANE"), and New Shah, Inc. ("New Shah") (collectively the "Companies"), to
make certain books and records available for inspection and copying by Mr. Shah on a summary
basis, as demanded by Mr. Shah in a letter dated November 12, 1999 (the "Demand," Exhibit A
hereto). This action also seeks to compel Shah Engineering, Inc. ("Shah Engineering"), Shah
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff Natvar Shah, P.E., by and through his
brought under Sections 220and of the Delaware
General Corporation Law, and pursuant to certain of Mr. Shah's contractual rights,
and EPM Funding, L.P. to make certain books and records available, pursuant to certain of Mr.
December 1, 1997, with the Companies, Shah Engineering, Shah Associates, EPM Funding
Corporation and EPM Funding, L.P. (the "Shah Stock Purchase Agreement," Exhibit B hereto).
GANE is a Delaware corporation with its principal office located at 9
GANE's registered agent for service of process in the State of Delaware is Harvard
Business Services, Inc., 25 Greystone Manor, Lewes, DE 19958-97'76.
EPM Funding Corporation and EPM Funding, L.P. (collectively, the "Guarantors")
dealings between the parties is E. Michael Daspin.
from public records that the two original directors of GA worked for ROE,
Mr. Daspin himself appears as a pro se plaintiff in the Federal Action (in which the
By letter dated November 12, 1999, Mr. Shalh made the Demand upon the
Companies and their Subsidiaries (meaning any entity in which any of the Companies have any
committees or subcommittees thereof, for each of the Companies and their Subsidiaries, and any
and any drafts thereof;
g. all documents evidencing, referring to or relating to any actions purportedly taken by
purported approval or adoption of the Amendment by New Shah's board of directors;
legal advice received by New Shah and/or its board of directors in connection with the
all contracts between any of the Companies or their Subsidiaries and any other entities.
related to his position as a director of the Companies under Sec.tion 220, and the inspection
sought is for purposes that are proper for a stockholder demand under Section 220.
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