IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
SSP - Special Situations Partners, Inc.,
1
Plaintiff, >
`ii. Civil Action No. \I? ? 6 .-NC
>
Kim Campbell, Ray Irani, and
Charles Manatt i
Defendants, ;
and i
ICN PHARMACEUTICALS, INC., i
a Delaware corporation,
i . -
Nominal Defendanr. 1 ---
cj,
COMPLAINT PURSUANT TO 8 DEL. C. 6 225
Plaintiff, by its undersigned attorneys, for its complaint against Defendants
as follows:
NATIJRE OF ACTION
1. This is an action pursuant to 8 Del. C. § 225 for a declaration that: (i)
Edward A. Burkhardt, Ronald R. Fogleman, and Steven J. Lee are duly appointed directors of
Nominal Defendant ICN Pharmaceuticals, Inc. ("ICN" or the "Company"); and (ii) Defendants
Kim Campbell, Ray Irani and Charles Manatt are not directors of ICN.
2. On May 30, 2001, the Company held its annual meciting of stockholders
(the "Annual Meeting"). At the May 3'0, 2001 Annual Meeting, Plaintiff SSP - Special
Situations Partners Inc. ("SW'), a common stockholder of ICN and a member of the ICN
Committee to Maximize Shareholder Value, nominated Messrs. Burkhardt, Fogleman, and Lee
SNIPPETS:
Nominal Defendant ICN Pharmaceuticals, Inc.; and Defendants
Kim Campbell, Ray Irani and Charles Manatt are not directors of ICN.
At the May 3'0, 2001 Annual Meeting, Plaintiff SSP - Special
nominated Messrs.
Burkhardt, Fogleman, and Lee
solicited proxies for the election of the SSP nominees.
and Restated By-Laws of ICN Pharmaceuticals, Inc., to provide notice to Messrs.
SSP brings this action pursuant to Section 225 of the
General Corporation Law for a declaration that the SSP Nominees were validly elected as
business in Grand Cayman, British West Indies.
SSP is the holder of record of 125,000 shares of
directors of ICN in connection with the Annual Meeting.
Inc. is a Delaware corporation
there were outstanding 80,618,070 shares of common stock of the Company.
elected by an overwhelming margin and their right to office and their entitlement to notice
Lee are duly elected directors of ICN;
accordance with the By-laws of the Company;
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