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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
PLAINTIFF MEMBERS CERTIFICATION COURT SPECIALTY CLASS ACTION DIRECTORS NOERR STOCKHOLDERS REASONS MOTION ATTORNEYS DELAWARE CHANCERY DISCLOSURE CLAIM CLASS DEFINITION EXERCISE PRICE PROXY STATEMENT SPECIALTY COMMON PROPOSED CLASS DEFENDANTS ARGUE COMPLAINT SPECIALTY EQUIPMENT COMPANIES TERRANCE BUEHLER WILMINGTON ROSENTHAL MONHAIT GROSS TRANSFEREES SUCCESSORS ADJUDICATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
VIRGINIA A. NOERR, ))
Plaintiff, 1 C.A. No. 14320-NC
1
V. )
)
DANIEL GREENWOOD, THOMAS )
ANDERSON, RICHARD HUBER, )
CHARLES HUTCHINSON, 1
RICHARD RENT, BARRY )
MACLEAN, and GERTA KNOLL, )
EXECUTOR OF THE ESTATE OF )
JAMES KNOLL, )1
Defendants. ))
OPINION
Date Submitted: September 11,2002
Date Decided: November 22,2002
Norman M. Monhait, Esquire of ROSENTHAL MONHAIT GROSS &
GODDESS, P.A., Wilmington, Delaware; and Terrance Buehler, Janet L.
Reed, and Robert E. Williams, Esquires of BUEHLER REED &
WILLIAMS, Chicago, Illinois; Attorneys for the Plaintiff.
Martin P. Tully and S. Mark Hurd, Esquires of MORRIS, NICHOLS,
ARSHT & TUNNELL, Wilmington, Delaware; and Christopher Q. King,
Esquire of SONNENSCHEIN NATH & ROSENTHAL, Chicago, Illinois;
Attorneys for the Defendants.
JACOBS, VICE CHANCELLOR
Pending is a motion for class action certification in this action brought
by Virginia A. Noerr ("the plaintiff' or "Noerr") against the former
members of the board of directors of Specialty Equipment Companies
("Specialty" or "the company"). For the reasons discussed below, the
plaintiffs class certification motion will be granted, although the class that
is certified will be narrower than the proposed class as defined by the
plaintiff.
SNIPPETS:
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2
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ANSWER TO PLAINTIFFS THIRD AMENDED AND SUPPLEMENTAL COMPLAINT
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EXTRACTED KEY WORDS
PARAGRAPH ALLEGATIONS DEFENDANTS ADMIT DENY SPECIALTY PLAINTIFF REPORTS PLAN PROXY STATEMENT SUPPLEMENTAL COMPLAINT STOCK SPEAK ALLEGATION INCONSISTENT CHARACTERIZATION THEREOF KNOLL EXECUTOR INCONSISTENT THEREWITH ESTATE SHARES SPECIALTY COMMON STOCK THOMAS ANDERSON STOCKHOLDERS REQUIRING REPRESENTATIVES JAMES KNOLL PLAINTIFF PURPORTS RELIEF INFORMATION SUFFICIENT VALUATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
VIRGINIA A. NOERR,
Plaintiff,
V.
DANIEL GREENWOOD, THOMAS Civil Action No. 14320 NC
ANDERSON, CHARLES HUTCHINSON,
RICHARD KENT, BARRY MACLEAN, and
GERTA KNOLL, EXECUTOR OF THE
ESTATE OF JAMES KNOLL,
Defendants. >
ANSWER TO PLAINTIFF'S
THIRD AMENDED AND, SUPPLEMENTAL COMPLAINT
Defendants Daniel Greenwood, Charles Hutchinson, Richard Kent, Barry MacLean,
Gerta Knoll, as executor of the estate of James Knoll, and the Estate of Thomas Anderson
(collectively "Defendants"), by their attorneys, hereby respond to the numbered paragraphs of
the Plaintiffs Third Amended and Supplemental Complaint as follows.
NATURE OF THE CASE
1. Defendants admit that plaintiff purports to bring this action on behalf of a
class, and that plaintiff purports to seek the relief set forth in Paragraph No. 1. Defendants deny
that the Third Amended and Supplemental Complaint states a claim as a matter of law, deny that
this case can be maintained as a class acti'on, and deny the remaining allegations of Paragraph
No. 1.
DIE PARTIES
2. Defendants are without information or knowledge sufficient to form a btelief as to
the truth of the allegations of Paragraph No 2.
SNIPPETS:
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3
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THIRD AMENDED AND SUPPLEMENTAL COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS SPECIALTY STOCK COMMON STOCK PLAINTIFF PROXY STATEMENT SHARES MEMBERS INCENTIVE PLAN EXERCISE MARKET BANKRUPTCY COURT EXECUTOR APPROVE STOCKHOLDERS MANAGEMENT MERGER EXERCISE PRICE FAIR MARKET KNOLL DIRECTORS LONG-TERM INCENTIVE PLAN SENIOR MANAGEMENT MISLEADING PURSUANT PROJECTIONS VOTE PRIOR |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
VIRGINIA A . NOERR,
Plaintiff,
i
V. ) Civil Action No. 14320 NC
DANIEL GREENWOOD, THOMAS
ANDERSON, CHARLES HUTCHINSON,
RICHARD KENT, BARRY MACLEAN,
and GERTA KNOLL, EXECUTOR OF THE
ESTATE OF JAMES KNOLL,
Defendants.
THIRD AMENDED AND SUPPLEMENTAL COMPLAINT
Plaintiff, by her attorneys, for her Third Amended Complaint against defendants,
alleges the following:
NATURE OF THE CASE
1. This class action arises from self-dealing and breaches of fiduciary duty by the
defendant members of the board of directors (the "Board") of Specialty Equipment
Companies, Inc. ("Specialty" or the "Company") in connection with: (1) their obtaining
shareholder approval of the Company's Executive Long-Term Incemive Plan and the Non-
Management Directors Long-Term Incentive Plan (collectively, the "Plans") via a false and
misleading proxy statement; and (2 ) their awarding of stock options to themselves and senior
management under the Plans and their subsequent exercise of such options. Plaintiff brings
this action to recover the losses she and other former Specialty shareholders sustained as a
result of defendants' breaches of fiduciary duty.
?`HE PARTIES
2. Plaintiff Virginia A. Noerr, at all times relevant hereto owned shares of
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4
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THIRD AMENDED AND SUPPLEMENTAL COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS SPECIALTY STOCK PLAINTIFF PROXY STATEMENT MEMBERS LONG-TERM INCENTIVE PLAN COURT MANAGEMENT EXERCISE JAMES KNOLL COMMON STOCK NON-MANAGEMENT DIRECTORS SENIOR FIDUCIARY DUTY MISLEADING PROXY STATEMENT CHARLES HUTCHINSON BARRY MACLEAN SHAREHOLDER BANKRUPTCY FAIR MARKET THIRD AMENDED COMPLAINT STOCKHOLDERS EXERCISE PRICE GERTA KNOLL SPECIALTY EQUIPMENT CONNECTION INFORMED VOTE PROJECTIONS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY I
VIRGINIA A . NOERR,
Plaintiff,
1
V. ) Civil Action No. 14320 -NC
DANIEL GREENWOOD, THOMAS i
ANDERSON, RICHARD HUBER, ) . .-
CHARLES HUTCHINSON, RICHARD KENT, )
BARRY MACLEAN, and GERTA KNOLL,
EXECUTOR OF THE ESTATE OF 1 ,
JAMES KNOLL,
;
Defendants. )
THIRD AMENDED AND SUPPLEMENTAL COMPLAINT
Plaintiff, by her attorneys, for her Third Amended Complaint against defendants,
alleges the following:
NATURE OF THE CASE
1. This class action arises from self-dealing and breaches of fiduciary duty by the
defendant members of the board of directors (the "Board") of Specialty Equipment
Companies, Inc. ("Specialty" or the "Company") in connection with: (1) their obtaining
shareholder approval of the Company's Executive Long-Term Incentive Plan and the Non-
Management Directors Long-Term Incentive Plan (collectively, the "Plans") via a false and
misleading proxy statement; and (2 ) their awarding of stock options to themselves and senior
management under the Plans and their subsequent exercise of such options. Plaintiff brings
this action to recover the losses she and other former Specialty shareholders sustained as a
result of defendants' breaches of fiduciary duty,
THE PARTIES
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5
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PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO DEFENDANTS JOINT MOTION TO DISMISS SECOND AMENDED COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS SPECIALTY DEL MOTION TRI-STAR DISMISS COURT COMPLAINT LITIGATION PROXY STATEMENT STOCK SHAREHOLDERS STOCKHOLDERS PLANS VOTING RIGHTS DISCLOSURE DERIVATIVE CLAIMS JOINT MOTION TERRENCE BUEHLER LAW OFFICES AVACUS PARTNERS CABLE INCOME PARTNERS COMMON STOCK EXERCISE PRICE DELAWARE SUPREME COURT FAIR MARKET COCA-COLA MATERIALS MINORITY STOCKHOLDERS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
----------------~---------------------------------,~-----"----~x
VIRGINIA A. NOERR,
Plaintiff,
V.
DANIEL GREENWOOD, THOMAS
ANDERSON, RICHARD
HUBER,
CHARLES HUTCHINSON, RICHARD KENT,
BARRY MACLEAN, GERTA KNOLL,
EXECUTOR OF THE ESTATE OF
JAMES KNOLL, and SPECIALTY
EQUIPMENT COMPANIES, INC.,
Defendants.
------------------------------------------"---------~---------x
PLAINTIFF'S ANSWERING BRIEF IN OPPOSITION TO DEFENDANTS'
JOINT MOTION TO DISMISS THE SECOND AMENDED CQMPLAINT
ROSENTHAL MONH.4IT GROSS
6~ GODDESS, P.A.
N'orman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
Terrence Buehler
Janet L. Reed
LAW OFFICES OF TERRENCE BIJEHLER
Suite 1150
120 North LaSalle Street
Chicago, IL 60602
April 10, 2001
SNIPPETS:
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6
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DEFENDANTS OPENING BRIEF IN SUPPORT OF JOINT MOTION TO DISMISS
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EXTRACTED KEY WORDS
DEFENDANTS COURT MOTION PLAN DERIVATIVE CLAIM PLAINTIFF SPECIALTY DEL STOCK MERGER DISMISS DELAWARE RICHARD HUBER STOCKHOLDERS CLASS CLAIM SHAREHOLDERS EXERCISE PRICE FAIR MARKET PROXY STATEMENT EMPLOYEE PLAN WILMINGTON CONTINUOUS OWNERSHIP REQUIREMENT MEMORANDUM OPINION CERTIFICATION DELAWARE AVENUE DIRECTORS OUTSTANDING SHARES BANKRUPTCY COURT BUSINESS JUDGMENT RULE |
THE COURT OF CHANCERY OF THE STATE OF DEILAWARE
IN AND FOR NEW CASTLE COUNTY
VIRGINIA A. NOERR,
Plaintiff, C.A. No. 14320
i
V.
t
DANIEL GREENWOOD, THOMAS ;
ANDERSON, RICHARD HUBER,
CHARLES HUTCHINSON, RICHARD KENT, ; i. .
BARRY MACLEAN, GERTA KNOLL, cc>:
:
EXECUTOR OF THE ESTATE OF i `
JAMES KNOLL, AND SPECIALTY `/j
c> "
EQUIPMENT COMPANIES, INC., ;
Defendants. I :
li
` ?
DEFENDANTS' OPENING-EERIEF IN SUPPORT OF THEIR.
JOINT MOTION TO DISMISS TI-rE;, SECOND AMENDED COMPLAINT
OF COUNSEL: MORRIS, NICHOLS, ARSHT &
TUNNELL
Christopher Q. King Martin P. Tully
SONNENSCHEIN NATH & ROSENTHAL S. Mark Hurd
8000 Sears Tower 1201 N. Market Street
Chicago, IL 60606 P.O. Box 1347
(3 12) 876-8000 Wilmington, DE 19899
(302) 658-9200
ASHBY & GEDDES
Stephen E. Jenkins
Richard D. Heins
222 Delaware Avenue, 17'h Floor
P.O. Box 1150
Wilmington, DE 19899
(302) 654-1888
January 8,200l
SNIPPETS:
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7
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PLAINTIFFS OPENING BRIEF IN SUPPORT OF MOTION FOR CLASS ACTION CERTIFICATION
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EXTRACTED KEY WORDS
CLASS ACTION DEFENDANTS COMMON COURT SPECIALTY LAW PLANS CERTIFICATION STOCK MEMBERS DEL CHANCERY RULE COUNSEL DELAWARE ADEQUATELY PROTECT PROXY STATEMENT JAMES KNOLL DIRECTORS EXERCISE PRICE FAIR MARKET REPRESENTING RICHARD HUBER EQUIPMENT COMPANIES LAW OFFICES TERRENCE BUEHLER DEUTSCHMAN EMPLOYEE PLAN INCENTIVE PLANS LITIGATION |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
--------------------------------------------------------------~
VIRGINIA A. NOERR,
Plaintiff,
V.
DANIEL GREENWOOD, TH0MA.S Civil Action No. 14320 NC
ANDERSON, RICHARD HUBER,
CHARLES HUTCHINSON, RICHARD KENT, :
BARRY MACLEAN, GERTA KNOLL,
EXECUTOR OF THE ESTATE OF
JAMES KNOLL, and SPECIALTY
EQUIPMENT COMPANIES, INC.,
Defendants.
--------------------------------------------------------------~
PILAINTIFF'S OPENING BRIEF IN SUPPORT
OF HER MOTION FOR CLASS ACTION CERTIFICATION
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
Norman M. Monhait
Suite 1401, Mellon Bank Center
919 N. Market Street
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
LAW OFFICES OF TERRENCE BUEHLER
120 North LaSalle Street, Suite 1150
Chicago, IL 60602
(3 12) 345-2004
December 12, 2000
u,BLE OF CONTENTS
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