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GREENFIELD v PAOLINO Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 16,593, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: GREENFIELD, State: DE Delaware, UniqueCaseRef: DE>CC>00016593, Common, Common Stock, Merger, Revenues, Waste Management, Shareholders, Transaction, Public Shareholders, Merger Agreement, Price, Relief, Damages, Market, Adequate, Restated Basis, Operating Income, Assets, Inadequate, Prior, Executive Offices, Stockholders, Obligations, Allegations, Excess, Affecting , ContentID: 120240957

Case Documents
1 1998-08 CLASS ACTION COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 102127
7 pages
PDF
Total Documents: 1 document , 7 pages
Price: $ 19.95


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1 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS
PLAINTIFF
MEMBERS
COMMON
COMMON STOCK
MERGER
REVENUES
WASTE MANAGEMENT
SHAREHOLDERS
TRANSACTION
PUBLIC SHAREHOLDERS
MERGER AGREEMENT
LAW
PRICE
RELIEF
DAMAGES
MARKET
ADEQUATE
RESTATED BASIS
OPERATING INCOME
ASSETS
INADEQUATE
COURT
PRIOR
EXECUTIVE OFFICES
STOCKHOLDERS
OBLIGATIONS
ALLEGATIONS
EXCESS
AFFECTING
           IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                   I
                         IN AND FOR NEW CASTLE COUNTY

                                                                     --
--------------------------------------------x:
MARSHALL GREENFIELD,                                                             .A
                                             :                                         ' .I
                                             :                                   ?
                                                                           . -
                        Plaintiff,           :                             i *'
                                             :                             -.
     - v. - ::                                    Civil Actign Nox-
LOUIS D. PAOLINO, JR., GEOKGE 0.                            ..'
                                             :              L.. .          i- .,?
MOOREHEAD, KENNETH CHAUN-KAI LEUNG,and :          CLASS ACTION COMPLAINT
EASTERN ENVIRONMENTAL SERVICES, INC. ::
                        Defendants. :
--------------------------.--------------x


           Plaintiff 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 his own 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 Eastern
Environmental Services, Inc. ("Eastern Environmental" or the
"Company").
           2. Plaintiff has been the owner of common stock of the
Company since prior to the transaction herein complained of and
continuously to date.
           3. Defendant Eastern Environmental is a corporation
duly organized and existing under the laws of the State of Delaware
and maintains its principal executive offices at 1000 Crawford
Place, Mount Laurel, New Jersey. The Company is a fully integrated
non-hazardous solid waste management company specializing in the



collection, transportation and disposal of residential, industrial,
commercial and special waste, principally in the Eastern United
States.
            4.      Defendant Louis D. Paolino, Jr. is Chairman of the
Board,     Chief    Executive    Officer    and    President of    Eastern
Environmental.
            5.      Defendant George 0. Moorehead is a Director of
Eastern Environmental.
            6.      Defendant Kenneth Chun-Kai Leung is a Director of
the Company.
SNIPPETS:
  • Plaintiff brings this action pursuant to Rule 23 of the Rules of the Court of Chancery on his
  • Plaintiff has been the owner of common stock of the Company since prior to the transaction
  • Defendant Eastern Environmental is a corporation duly organized and existing under the laws
  • The Individual Defendants are in a fiduciary relationship with Plaintiff and the other public
  • CLASS ACTION ALLEGATIONS
  • The class is so numerous that joinder of all members is impracticable.
  • There are questions of law and fact which are common to the class and which predominate over
  • fiduciary and other common law duties owed by them to plaintiff and the members of the class;
  • Defendants have acted in a manner which affects plaintiff and all members of the class,
  • The company reported that revenues for the second quarter of 1998 were $70 million compared
  • Operating income for the quarter was $13.8 million or 19.7% of revenues, up 146% from $5.6
  • Given Eastern Environmental's strong financial results and business model, its prospects for
  • On August 17, 1998, Eastern Environmental and Waste Management Inc. announced that they had
  • shareholders against a decline in the price of Waste Management stock.
  • Despite the obvious long-term value of the Eastern Environmental's properties and assets,
  • By entering into the Merger Agreement with Waste Management, Eastern Environmental's board
  • The intrinsic value of Eastern Environmental's common stock is materially in excess of the
  • Plaintiff has no adequate remedy at law.
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