IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CARLTON INVESTMENTS, derivatively 1
on behalf of TLC Beatrice International 1
Holdings, Inc., 11
Plaintiff, 11
V. Civil Action No. 13950
1
TLC BEATRICE INTERNATIONAL
HOLDINGS, INC., LOIDA NICOLAS i
LEWIS, as Executrix of the Estate of 1
Reginald F. Lewis, LESLIE N. LEWIS, 1
Individually and as Executrix of the Estate 1
of Reginald F. Lewis, TLC GROUP, L.P.,
TLC HOLDINGS CORP., TLC GENERAL i
CORP., TLC TRANSPORT, INC., MCCALL
PATTERN HOLDINGS, INC., LEE A. 1
ARCHER, JR., ROBERT C. deJONGH, 1
JAMES E. OBI, RICARDO J. OLIVAREZ, )
SAMUEL P. PEABODY, JEAN S. FUGETT, I
JR., ANTHONY S. FUGETT, MARILDA G.
ALFONSO, SANFORD CLOUD, JR., ;
WILLIAM S. MOWRY, JR., and 1
DUMAS M. SIMEUS, 11
Defendants. 1
MEMORANDUM OPINION
Date Submitted: August 29, 1995
Date Decided: November 21, 1995
Rodman Ward, *Jr., Esquire, Cathy L. Reese, Esquire and Herbert W. Mondros,
Esquire, of SKADDEN, ARPS, SLATE, MEAGHER & FLOM, Wilmington,
Delaware; Attorneys for Plaintiff Carlton Investments.
Michael D. Goldman, Esquire and Stephen C. Norman, Esquire, of POTTER
ANDERSON & CORROON, Wilmington, Delaware; Gregory V. Varallo, Esquire
3
`. "
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Individually and as Executrix of the Estate 1 of Reginald F. Lewis, TLC GROUP, L.P.,
JR., ANTHONY S. FUGETT, MARILDA G.
Rodman Ward, *Jr., Esquire, Cathy L. Reese, Esquire and Herbert W. Mondros, Esquire, of
Johnston, Esquire, of YOUNG, CONAWAY, STARGATT & TAYLOR, Wilmington, Delaware; William M.
Carlton Investments L.P., has brought this action as a derivative suit on
behalf of TLC Beatrice International Holdings, Inc., a publicly held Delaware
defendants to dismiss or stay this action.
New York suit and on the grounds of forum non conveniens.
defendants claim that this court lacks personal jurisdiction over
TLC Transport, a wholly owned subsidiary of TLC Beatrice;
care and loyalty, aiding and abetting, conversion, and civil conspiracy.
Coordination of related litigation pending in several states,
promptly to an adjudication of claims that will eliminate or substantially reduce
Lewis for breach of the shareholders' agreement that allegedly limited the right
of fiduciary duty to the corporation itself and all of its stockholders.
economic antagonism between representatives and class; the remedy sought by plaintiff in the
the degree of support plaintiff was receiving from the shareholders he purported to represent.
the court has the means to assure that Canton acts only
representative on the TLC Beatrice board at all relevant times.
Personal Jurisdiction Over The Lewis Estate, TLC Group L.P., And Anthony Fugett
Estate, TLC Group, L.P. (a New York limited partnership), and Anthony Fugett.
Corp., a Delaware Corporation, as the sole general partner of TLC Group L.P.
The constitutionality of exercising jurisdiction over the Lewis Estate
Group: Conspiracy Theory of Jurisdiction
conspirator who is absent from the forum state is subject to the jurisdiction of the court,.
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