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CLASS ACTION COMPLAINT
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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
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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. :
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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
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