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IN THE COURT OF CHANCERY OF THE STATE idF;DELAWARE
IN AND FOR NEW CASTLE COUNTY
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BRUCE ALLEN, Civil Action No. 1 "r b
Plaintiff,
V.
R.OBERT S. COLE; KARYN MARASCO; :
LAWRENCE CARBALLO; KENNETH R. :
POSNER; JOSEPH C. CALABRO; JOHN M. :
L.ANG; MICHAEL A. LEVEN; PETER R. :
TYSON; RICHARD H. WEINER; and
LlODGIAN, INC.,
Defendants.
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COMPLAINT
Plaintiff, Bruce Allen, by his attorneys, alleges upon information and belief, except as to
paragraph 1 which is alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff Bruce Allen ("plaintiff') is the owner of common stock of Lodgian Inc.
("Lodgian" or the "Company") and has been the owner of such shares continuously since prior to
the wrongs complained of herein.
2. Defendant Lodgian is a corporation duly existing and organized under the laws of
t.he State of Delaware, with its principal executive offices located at 3445 Peachtree Road, N.E.,
,4tlanta, Georgia. Lodgian owns or manages hotels in the United States, Canada, and Europe. The
SNIPPETS:
Plaintiff, Bruce Allen, by his attorneys, alleges upon information and belief, except as to
Plaintiff Bruce Allen is the owner of common stock of Lodgian Inc.
t.he State of Delaware, with its principal executive offices located at 3445 Peachtree Road,
Defendant Robert S. Cole is and at all times relevant hereto has been Chairman,
Defendants Joseph C. Calabro, Karyn Marasco, Lawrence Carballo, Kenneth R.
relevant hereto have been directors of Lodgian.
By reason of the above Individual Defendants' positions with the Company as officers
the highest obligations of good faith, fair dealing, due care, loyalty and full, candid and
Plaintiff brings this action pursuant to Rule 23 of the Rules of the Court of Chancery,
The Class is so numerous that joinder of all members is impracticable.
November 12, 1999, there were over 27.8 million shares of Lodgian common stock outstanding.
plaintiff is an adequate representative of the Class and will fairly and adequately protect
Apparently, Lodgian has not met with CCH to negotiate a higher price, despite CCH's
(4 to act in accordance with their fiduciary duties of due care and loyalty.
in the best interests of Lodgian shareholders.
of conduct, including their failure to enter into any negotiations or discussions with CCH,
have failed to exercise ordinary care and diligence in the exercise of their fiduciary
toward plaintiff and the other Lodgian public stockholders.
Plaintiff and the Class have no adequate remedy at law.
WHEREFORE, plaintiff demands judgment and preliminary and permanent relief, including
to maximize shareholder value or, if such conflicts exist, to ensure that all
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