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- against - : Civil Action No.
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ROBERT R. FERGUSON III, W. GREYSON :
QUARLES, HOWARD WOLF, GREGORY J. :
ROBITAILLE, GREGORY HARDING-BROWN, :
JAMES H. GOODNIGHT, JOHN P. SALL and :
MIDWAY AIRLINES CORPORATION, :
Defendants. ::
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, Rosenthal, Monhait, Gross &
Goddess, P.A., for his complaint against defendants, alleges upon
information and belief, except for paragraph 2 hereof, which is
alleged upon knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23 of
the Rules of the Court of Chancery on its behalf 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 Midway Airlines
Corporation ("Midway" 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. Midway is a corporation duly organized and existing
under the laws of the State of Delaware. The Company is a regional
all-jet airline, operating from a hub at Raleigh-Durham
SNIPPETS:
Plaintiff, by his attorneys, Rosenthal, Monhait, Gross &
Goddess, P.A., for his complaint against defendants, alleges upon
who own the common stock of Midway Airlines
Corporation ("Midway" or the "Company").
Defendant James H. Goodnight owns approximately 31.9% of the Company's shares and defendant
Defendant Wolf is a partner in a law firm which does extensive work for Midway.
Said defendants owed the public shareholders of Midway the highest duty of good faith, fair
Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of
and their successors in interest, who are or will be threatened
The class is so numerous that joinder of all members is impracticable.
As of May 3, 1999, there were approximately 8,600,OOO shares of Midway common stock
defendants have breached their fiduciary and other common law duties owed by them to
r described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the
Defendants have acted in a manner which similarly affects plaintiff and all members of the
The price of $8.00 per share to be paid to the class members is unfair and inadequate
t of the fact that Midway's shares have traded at a price in excess of $10.00 within the past year;
The proposed bid serves no legitimate business purpose of Midway but rather is an attempt by
The proposed plan will, for a grossly inadequate
By reason of the foregoing acts, practices and course of conduct, Goodnight and Sal1 have
By reason of the foregoing, the individual defendants will violate their fiduciary duties to
granting plaintiff and the other members of the class such other and further relief as may be
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