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1
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PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO DEFENDANTS MOTION TO DISMISS
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EXTRACTED KEY WORDS
INDIVIDUAL DEFENDANTS SECOND CONSENT SOLICITATION PLAINTIFFS FIRST CONSENT SOLICITATION DAVIDSON COURT FACTS BLASBERG EGGS PEC STOCKHOLDERS WRITTEN CONSENT MOTION DISMISS DIRECTORS SHAREHOLDERS JOHN DAVIDSON DISCLOSURE SUPPLEMENTAL COMPLAINT CONSENT SOLICITATION LETTER DEFICIENCIES PROCEEDING MARKETING PLAN FIDUCIARY DUTIES INCORPORATION PASTEURIZED EGGS MISLEADING NOMINAL DEFENDANT FIDUCIARY DUTY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
L. JOHN DAVIDSON and ARTHUR.
BLASBERG, JR.,
Plaintiffs,
V.
WILLIAM L. GORMAN, ARMAND
NOREHAD, and DANIEL BEST, CA. No. 18972 NC
Defendants,
- and -
PASTEURIZED EGGS CORPORATION,
a Delaware corporation,
Nominal Defendant.
PLAINTIFFS' ANSWERING BRIEF IN OPPOSITION TO
DEFENDANTS' MOTION TO DISMISS
Henry E. Gallagher, Jr. (#495)
Arthur G. Connolly, 111 (#2667)
Samuel D. Brickley II (#3276)
Connolly Bove Lodge & Hutz LLP
1220 Market Street, P.O. Box 2207
Wilmington, DE 19899
Telephone: (302) 658-9141
Dated: August 10, 2001 Attomeysfor Plaintijjis
UBLE OF CONTENTS
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2
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ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH ALLEGATIONS CONSENT SOLICITATION LETTER DENY SPEAKS INCONSISTENT DEFENDANTS ADMIT PEC RESPONSIVE PLEADING SHAREHOLDERS PLAINTIFFS COMPLAINT DAVIDSON LACK KNOWLEDGE FIRST SENTENCE AUDITED FINANCIAL STATEMENTS DELAWARE CORPORATION PURSUANT INFORMATION SUFFICIENT TRUTH DAVIDSON EMPLOYMENT CONTRACT COUNSEL RELIEF JOHN DAVIDSON ARTHUR EGGS NOMINAL DEFENDANT ATTORNEYS BUSINESS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
L. JOHN DAVIDSON,
and ARTHUR BLASBERG, JR.
Plaintiffs,
V.
WILLIAM L. GORMAN, ARMAND i C . A . N o . 18972-NC : .=
NOREHAD, and DANIEL BEST, P -
c.. :' :
1 .-
Defendants, ~.
3.r
;
-and-
PASTEURIZED EGGS CORPORATION,
a Delaware corporation,
Nominal Defendant.
ANSWER
Defendants William L. Gorman, Armand Norehad and Daniel Best
(collectively, the "Individual Defendants"), and Nominal Defendant Pasteurized Eggs
Corporation ("PEC" and, jointly with the Director Defendants, the "Defendants"), by and
through their undersigned attorneys, for their Answer to the Complaint of plaintiffs L.
John Davidson and Arthur BIasberg, Jr. (jointly, the "Plaintiffs"), state, upon knowledge
as to their own acts and upon information and belief as to all other matters, as follows:
1. Defendants admit that Plaintiffs purport to bring this action pursuant
to 8 Del. C. 5 225 to seek, inter alia, a status quo order and a determination as to whether
Plaintiffs were lawfully and validly removed as directors of PEC.
u'1'3 658130 1
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3
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COMPLAINT
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EXTRACTED KEY WORDS
INDIVIDUAL DEFENDANTS DIRECTORS EGGS BLASBERG PLAINTIFFS CONSENT SOLICITATION LETTER PASTEURIZATION DAVIDSON DELAWARE PEC STOCKHOLDERS ARTHUR BLASBERG COURT INTER WRITTEN CONSENT LAWFUL COMPOSITION CONTROL MARKETING PLAN SHAREHOLDERS PRESERVING SUMMARY PROCEEDING PERMANENTLY ENJOINING INCONSISTENT DETERMINATION ACCOUNTING APPROXIMATING STRATEGIC PARTNERS UNITED STATES POTENTIAL CUSTOMERS MISLEADING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE /
IN AND FOR NEW CASTLE COUNTY
L. JOHN DAVIDSON, >
and ARTHUR BLASBERG, JR.
i
Plaintiffs,
i
V. 11
WILLIAM L. GORMAN, ARMAND NOREHAD, ) CA. No. ].-
I g7 `722 -n/c/
and DANIEL BEST,
Defendants,
-and-
PASTEURIZED EGGS CORPORATION,
a Delaware corporation,
Nominal Defendant.
VERIFIED COMPLAINT
Introduction
1. Plaintiffs bring this action pursuant to 8 Del. C. § 225 seeking, inter ah, (a) an order
preserving the status quo during the pendency of this summary proceeding., (b) a declaration of the
lawful composition of, and the continuing membership of the plaintiffs on, .rhe board of directors
Pasteurized Eges Corporation ("PEC")> and (c) an order temporarily and/or permanently enjoining
the individual defendants from taking any actions that would promote or compound the effects of
their unlawful seizure of control of PEC, or that are otherwise inconsistent with the Court's
determination as to the lawful composition of PEC's board of directors, at least until further order
of the Court after a full accounting to the Court of the actions taken since May 25, 200 1.
The Parties
2. Plaintiff L. John Davidson ("Davidson") is a resident of New Hampshire, and is a
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