LegalCaseDocs.com
shopping cart  
  |     
Search
 

 
New Visitors


 VeriSign Secure Site

 Get Adobe Reader

BRODY v NICHOLS Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,654, CourtCode: CC, CourtName: COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: BRODY, State: DE Delaware, UniqueCaseRef: DE>CC>00017654, Gleason, Vestar, Stock, Common Stock, Price, Shareholders, Transaction, Outstanding, Directors, Fiduciary Duties, Proposed Merger, Inadequate, Breach, Relief, Vestar Group, Grossly Inadequate Consideration, Plan, Chancery, Delaware, York, Investment, Reason, Duty, Adequate , ContentID: 120240579

Case Documents
1 1999-12-10 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101526
7 pages
PDF
Total Documents: 1 document , 7 pages
Price: $ 19.95


IVESLCD01 KGI0001
 
 

 Forgot your password?


1 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
GLEASON
PLAINTIFF
MEMBERS
VESTAR
STOCK
COMMON STOCK
PRICE
LAW
SHAREHOLDERS
TRANSACTION
OUTSTANDING
DIRECTORS
FIDUCIARY DUTIES
BUSINESS
PROPOSED MERGER
INADEQUATE
BREACH
RELIEF
VESTAR GROUP
GROSSLY INADEQUATE CONSIDERATION
PLAN
COURT
CHANCERY
DELAWARE
YORK
INVESTMENT
REASON
DUTY
ADEQUATE
                     COURT OF CHANCERY OF THE STATE OF DELAWARE

                                IN AND FOR NEW CASTLE COUNTY

_______--____-I-___---------------------------------------
                                                    X
AARON BRODY,

              Plaintiff,                                       C.A<  No.  )  "`+ic;`-;`(~c

               - against -

SILAS L. NICHOLS, ROBERT L.
SMIALEK, DAVID J. BURNS, J. DAVID                   :          CLASS ACTION COMPLAINT
CARTWRIGHT, JAMES S. GLEASON,                       :
MARTIN L. ANDERSON, JOHN W.                         :
GUFFEY, JR., WILLIAM P. MONTAGUE, :
GLEASON CORPORATION and
VESTAR CAPITAL PARTNERS,

                                   Defendants. :
_-____-I-___----___---------------------------------------
                                                    X


               Plaintiff, alleges upon information and belief, except for paragraph 2

hereof, which is alleged upon personal knowledge, as follows:

               1.           Plaintiff brings this action pursuant to Rule 23 of the Rules of the

Court of Chancery individually 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 Gleason

Corporation ("Gleason Corp." 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.      Gleason Corp. is a corporation duly organized and existing under

the laws of the State of Delaware. The Company is a world leader in the manufacture



of gear production machinery and related equipment. The Company maintains its

SNIPPETS:
  • COURT OF CHANCERY OF THE STATE OF DELAWARE
  • defendants and those in privity with them, who own the common stock of Gleason
  • Defendant Vestar Investment Partners LLC is a New
  • York based investment firm specializing in management buy-outs and growth capital
  • 15% of the Company's outstanding common stock.
  • Directors of the Company.
  • Company's public shareholders, whose fiduciary duties, at all times relevant herein,
  • Plaintiff brings this action on his own behalf and as a class action,
  • (4 The Class is so numerous that joinder of all members is
  • Gleason Corp. common stock outstanding,
  • 03 There are questions of law and fact which are common to
  • constitutes a breach of the duty of fair dealing with respect to the
  • and all members of the Class, thereby making appropriate inliunctive relief and/or
  • and Vestar (hereinafter collectively the "Vestar Group") whereby the Vestar Group will
  • The proposed merger represents an improper attempt to eliminate
  • Gleason Corp.`s valuable business and assets.
  • in Gleason Corp.`s stock price to buy the Company at an inadequate price.
  • from the transaction at the expense of Gleason Corp.`s public stockholders.
  • proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other
  • By reason of the foregoing,
  • Plaintiff and the Class have no adequate remedy at law.
  •    |