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MORRIS v AVIS Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,554, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: MORRIS, State: DE Delaware, UniqueCaseRef: DE>CC>00017554, Comps, Stock, Transaction, Ipo, Common Stock, Shares, Fiduciary Duties, Individual Defendants, Summit, Shareholders, Real Estate, Investors, Directors, Loyalty, Dealing, Breach, Damages, Executive Offices, Commercial Real Estate, Paid, Care, Candor, Outstanding Shares, Unfair, Cash, Price, Revenues , ContentID: 120240643

Case Documents
1 1999-11-05 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101634
11 pages
PDF
Total Documents: 1 document , 11 pages
Price: $ 19.95


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1 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
DEFENDANTS
PLAINTIFF
MEMBERS
STOCK
TRANSACTION
IPO
COMMON STOCK
SHARES
FIDUCIARY DUTIES
INDIVIDUAL DEFENDANTS
SUMMIT
SHAREHOLDERS
REAL ESTATE
INVESTORS
DIRECTORS
LOYALTY
DEALING
BREACH
DAMAGES
EXECUTIVE OFFICES
COMMERCIAL REAL ESTATE
PAID
CARE
CANDOR
OUTSTANDING SHARES
UNFAIR
CASH
PRICE
REVENUES
            IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                              IN AND FOR NEW CASTLE COUNTY


 C E C I L I A   M O R R I S ,

                         Plaintiff,
                                               /    Civil Action No:  1  %!?*d.c
                 -against-                     I
 GREGORY M. AVIS, CHRISTOPHER A.  ;
 CRANE, ROBERT C. BEASLEY,
 KENNETH F. POTASHNER, SUMMIT                  1
 PARTNERS and COMPS.COM, INC.,                 1

                         Defendants.           I

                                  CLASS ACTION COMPLAINT

               Plaintiff, by her attorneys, alleges the following upon information and belief,

except for those allegations which pertain to plaintiff, which allegations are based upon

personal knowledge:

               1.      Plaintiff brings this action on behalf of herself and all other public

stockholders of COMPS.COM, Inc. ("COMPS" or the "Company") who are threatened with

the deprivation of the value of their COMPS common stock by the wrongful acts of the

defendants described therein.

               2.      This action is brought to enjoin the defendants from allowing COMPS

to be merged with Costar Group, Inc.  ("CoSta?`) for grossly inadequate consideration and in

breach of defendants' fiduciary duties, or alternatively, to recover damages in the event the

transaction is consummated.



                                        THE PARTIES

               3.     Plaintiff, Cecilia Morris, is and at all relevant times was the owner of

COMPS common stock.

              4.      Defendant COMPS is a corporation organized and existing under the
SNIPPETS:
  • Plaintiff, by her attorneys, alleges the following upon information and belief,
  • the deprivation of the value of their COMPS common stock by the wrongful acts of the
  • This action is brought to enjoin the defendants from allowing COMPS
  • breach of defendants' fiduciary duties, or alternatively, to recover damages in the event the
  • transaction is consummated.
  • laws of the State of Delaware with its principal executive offices located at 9888 Carroll
  • comprehensive commercial real estate sales information both offline and on the Internet.
  • Defendant Summit Partners is a private venture capital firm
  • CA. Prior to the initial public offering of COMPS common shares to
  • for which it paid a negligible amount (approximately $0.81 per
  • After the IPO, Summit has owned approximately 33.2% of the Company's common
  • owes fiduciary duties of good faith, loyalty, fair dealing, due care, and candor to plaintiff
  • the other members of the Class.
  • owns 33.2% of the outstanding shares of COMPS as set forth in the Company's prospectus
  • Board of Directors as well as the President and Chief Executive Officer of the Company.
  • Collectively, the Individual Defendants, together with defendant
  • shares of COMPS common stock outstanding held by hundreds of shareholders of record.
  • $378,000 in cash and cash equivalents as of December 3 1, 1998.
  • price of $15.00 per share.
  • reported increased revenues and total Internet-related revenues at 41% of total revenues.
  • The Transaction is the product of unfair dealing by defendants.
  • produce long-term value for investors.
  •    |