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BANAHAN v PAXSON Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,572, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: BANAHAN, State: DE Delaware, UniqueCaseRef: DE>CC>00017572, Paxson, Shareholders, Lowell, Public Shareholders, Directors, Nbc, Common Stock, Shares, Agreement, Officer, Price, Paxson Communications, Exercise Price, Fiduciary Duties, Investment Agreement, Substantial Premium, Stockholders, Consecutive Trading, Acquisition, Gerard Banahan, Nominal Defendant, Derivative Complaint, Enjoin Wrongful Actions, Affiliates, Common Law Duties, Business Judgment, Injunctive Relief , ContentID: 120240629

Case Documents
1 1999-11 CLASS ACTION AND DERIVATIVE COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101616
17 pages
PDF
Total Documents: 1 document , 17 pages
Price: $ 19.95


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1 . CLASS ACTION AND DERIVATIVE COMPLAINT

EXTRACTED KEY WORDS
DEFENDANTS
SHAREHOLDERS
PLAINTIFF
LOWELL
PUBLIC SHAREHOLDERS
DIRECTORS
NBC
COMMON STOCK
SHARES
AGREEMENT
OFFICER
PRICE
PAXSON COMMUNICATIONS
EXERCISE PRICE
FIDUCIARY DUTIES
MEMBERS
INVESTMENT AGREEMENT
SUBSTANTIAL PREMIUM
STOCKHOLDERS
CONSECUTIVE TRADING
ACQUISITION
GERARD BANAHAN
NOMINAL DEFENDANT
DERIVATIVE COMPLAINT
ENJOIN WRONGFUL ACTIONS
AFFILIATES
COMMON LAW DUTIES
BUSINESS JUDGMENT
INJUNCTIVE RELIEF
             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                                IN AND FOR NEW CASTLE COUNTY



GERARD BANAHAN,

                          Plaintiff,
                                                           Civil Action NO. [  ? 57 `iq  v C
                 V.


LOWELL W.  PAXSON, JEFFREY
SAGANSKY, JAMES B. BOCOCK,
BRUCE L.  BURNHAM, JAMES L.
GREENWALD and WILLIAM E.
SIMON, JR.                                                                                      - I.
                                                                                                i 
                          Defendants,                                                           -  !
                                                                                           .  *::
                                   -and-                                                   * e
                                                                                           r:-'
                                                                                           +
PAXSON  COMMUNICATIONS
CORPORATION,

                          Nominal Defendant. :
------------------------------------------------------x

                       CLASS ACTION AND DERIVATIVE COMPLAINT

                 Plaintiff alleges upon information and belief, except for paragraph 4 hereof,

which is alleged upon personal knowledge, as follows:

                                         SUMMARY OF ACTION

                 1.       Plaintiff brings this as a class action on behalf of himself and all other

shareholders of defendant  Paxson Communications Corporation ("Paxson" or the "Company")

who are similarly situated, and as a derivative action on behalf of  Paxson, against the

directors and/or senior officers of  Paxson to enjoin wrongful actions by the Individual

Defendants (defined herein) which are intended to benefit defendant Lowell W.  Paxson and

Paxson Communication's other insiders at the expense of the Company's public shareholders,

SNIPPETS:
  • PAXSON COMMUNICATIONS CORPORATION,
  • CLASS ACTION AND DERIVATIVE COMPLAINT
  • Plaintiff alleges upon information and belief, except for paragraph 4 hereof,
  • shareholders of defendant Paxson Communications Corporation
  • directors and/or senior officers of Paxson to enjoin wrongful actions by the Individual
  • Defendants which are intended to benefit defendant Lowell W. Paxson and
  • Paxson Communication's other insiders at the expense of the Company's public shareholders,
  • the Individual Defendants rejected an unsolicited takeover offer for Paxson
  • 41,500 shares of newly created Series B Convertible Exchangeable Preferred Paxson stock
  • Paxson sold two warrants to a wholly owned subsidiary of NBC
  • to purchase 13,065,507 shares of Paxson common stock at an exercise price of $12.60 per
  • share and up to l&966,620 shares of Paxson common stock at an exercise price equal to the
  • average of the closing sale prices of the Class A common stock for the 45 consecutive trading
  • Lowell W. Paxson and certain of his controlled affiliates entered
  • into a call agreement with NBC which gives NBC the right to purchase all but not less than
  • Defendants constitute a breach of their fiduciary duties to act in the best interests of
  • Plaintiff Gerard Banahan owns shares of common stock of Paxson and
  • Nominal defendant Paxson is a corporation organized and existing under
  • Chief Executive Officer and Chairman of the Board of Directors of Paxson.
  • The class is so numerous that joinder of all members is impracticable.
  • common law duties owed by them to plaintiff and the other members of the Class;
  • thereby making appropriate injunctive relief and/or corresponding
  • offered to acquire Paxson for approximately $20.00 per share, a substantial premium over the
  • Investment Agreement with NBC pursuant to which NBC will
  • certain proposals expected to be submitted for a vote of the stockholders of the' Company at
  • Paxson represents a highly attractive acquisition candidate.
  • independent business judgment in deciding whether to bring this action.
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