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1
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STIPULATOIN AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
SETTLEMENT LIMITED PARTNERSHIP PLAINTIFFS COURT STIPULATION DEFENDANTS PARTIES COUNSEL EXPENSES ATTORNEYS PLAINS RISK HERETO FEES TRADING DIRECTORS UNITHOLDERS JUDGEMENT POLICIES CHANCERY DELAWARE AMERICAN LAW CLASS ACTIONS DERIVATIVE ACTION COMPLAINT EXECUTORS REASON APPROVING |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
---------------------------------------------------------------x
IN RE PLAINS ALL AMERICAN INC. CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. NO. 17627-NC
--------------------------------------------------------------x
STIPULATION AND AGREEMENT
OF COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated action (the "Action"), by and through
their respective attorneys, have entered into the following Stipulation and Agreepent of
Compromise, Settlement and Release (the "Stipulation" or "Settlement") subject to theapproval
of the Court:
WHEREAS:
(4 Plaintiffs are beneficial holders of Limited Partnership units of Plains
American Pipeline, L.P. ("PAAP" or the "Limited Partnership") and were such prior to and at
the time of the events that are the subject of the Action. The General Partner of PAAP is Plains
All American Inc. (the "General Partner"), a wholly owned subsidiary of Plains Resources Inc.
("Plains Resources").
(b) On November 29, 1999, the Limited Partnership announced that it had
unauthorized trading activity by one of its traders that resulted in a loss of approximately $160
million. The full extent of the trading losses was determined and publicly announced both by
press releases and in subsequent public filings with the Securities and Exchange Commission.
cc> After the losses were announced, twenty class action lawsuits alleging
of the federal securities laws were filed in the Southern District of Texas (the "Class Actions").
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2
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BRIEF OF DEFENDANTS IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
DEMAND DEFENDANTS LIABILITY COMPLAINT MONETARY DAMAGES FAILURE PLAINTIFF FACTS LIMITED PARTNERSHIP SECURITIES FUTILITY DISINTERESTEDNESS ALLEGATIONS DIRECTORS DEL PARTNERSHIP AGREEMENT PARTICULARITY SUBSTANTIAL LIKELIHOOD QUESTION DEFENDANTS YORK PLAZA SHAREHOLDERS FIDUCIARY DUTIES SHAREHOLDERS LITIG ACCOUNTING FEDERAL SECURITIES INTENTIONAL MISCONDUCT AMERICAN PIPELINE BUSINESS JUDGMENT GENERAL PARTNER REBUT |
I-N THE COURT OF CHANCERY OF THE STATE OF DELAWARE k
IN AND FOR NEW CASTLE COUNTY
IN RE PLAINS ALL AMERICAN >
INC. SHAREHOLDER LITIGATION ) Cons. C. A. No. 17627-NC
BRIEF OF DEFENDANTS
IN SUPPORT OF THEIR MOTION TO DISMISS
RICHARDS, LAYTON & FINGER
Jesse A. Finkelstein
Michael D. Allen
One Rodney Square
Wilmington, DE 19801
(302) 658-6541
Attorneys for Defendants Plains All
American, Inc., Greg L. Armstrong,
Harry Pefanis, Phillip D. Kramer,
George R. Coiner, Michael R.
Patterson, Cynthia A. Feeback,
Robert V. Sinnott and Arthur L.
Smith and Nominal Defendant Plains
All American Pipeline, L.P.
OF COUNSEL
Gregory E'. Joseph
Fried, Frank, Harris,
Shriver C& Jacobson
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
RLFI-2192918-1
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3
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COMPLAINT
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EXTRACTED KEY WORDS
LIMITED PARTNERSHIP PLAINS DEFENDANTS GENERAL PARTNER CONTROLS PLAINS RESOURCES LOSSES PRESIDENT PLAINTIFF FIDUCIARY DUTIES BUSINESS OFFICER DIRECTORS ALLEGES OPERATING ACCOUNTING PRACTICES TRADES SINNOTT CREDIT INVESTMENT MARKETING PLAINS MIDSTREAM SUBSIDIARIES VICE PRESIDENT AUDIT WRONGFUL REASONS SUPERVISION CLASS ACTIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
\
\ IN AND FOR NEW CASTLE COUNTY
LESLIE SUSSER,
Plaintiff,
V.
PLAINS ALL AMERICAN INC., GREG L.
ARMSTRONG, HARRY N. PEFANIS, PHILLIP D.
KRAMER, GEORGE R. COINER,
MICHAEL R. PATTERSON, CYNTHIA A. FEEBACK,
ROBERT V. SINNOTT and ARTHUR L. SMITH,
Defendants,
- and -
PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware
Limited Partnership,
Nominal Defendant.
COMPLAINT
Plaintiff brings this action derivatively on behalf of nominal defendant
Plains All American Pipeline, L.P. ("Plains" or the "Limited Partnership") and alleges
upon personal knowledge as to his own acts and as to all other matters upon
information and belief, as follows:
INTRODUCTION
1. This is a unitholder's derivative action brought pursuant
Del. C. ~17-1001 by plaintiff who is now and at all relevant times was a unitholder of
Plains. This action is brought for the benefit of Plains against defendants for breach of
their fiduciary duties causing serious damage to Plains and to its reputation and credit
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