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1
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PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO MOTION TO DISMISS AND/OR STAY
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EXTRACTED KEY WORDS
DEFENDANTS PLAINTIFF DEL CONVERTIBLE NOTES COMMON FIDUCIARY DUTY CLAIMS COURT OPERATIVE FACTS MOTION STOCK DELAWARE DERIVATIVE CLAIMS COMPLAINT PREFERRED STOCK COUNTY FIDUCIARY DUTIES PREFERRED STOCKHOLDER AMERICAN POWER TEXAS ACTION SELECTION CLAUSE PURCHASE AGREEMENT CONVERSION DOB AUTHORITIES ADIRONDACK SHAREHOLDERS JURISDICTION LOWEST PRICE COOTES DRIVE LLC |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
COOTES DRIVE LLC., Individually :
and derivatively on behalf of
Internet Law Library, C.A. No. 18942
Plaintiff,
V.
HUNTER M.A. CARR, EUGENE A :
CERNAN, W. ALLYN
HOAGLUND, KELLEY V.
KIRKER, GEORGE A. ROBERTS, :
W. PAUL THAYER, DAVID P. :
HARRIMAN, and INTERNET :
LAW LIBRARY, INC., a Delaware :
corporation as nominal defendant, :
Defendants.
PLAINTIFF'S ANSWERING BRIEF IN OPPOSITION
TO DEFENDANTS' MOTION TO DISMISS AND/OR STAY
PRICKETT, JONES & ELLIOTT
Elizabeth M. McGeever
Paul A. Fioravanti, Jr.
1310 King Street
Wilmington, DE 19801
(302) 8886500
Attorneys for Plaintiff
Dated: December 3, 2001
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF AUTHORITIES
SNIPPETS:
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2
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DEFENDANTS OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
DELAWARE DEFENDANTS COURT MOTION COUNTY STOCK PURCHASE AGREEMENT YORK INDIVIDUAL DEFENDANTS PLAINTIFF REGISTRATION RIGHTS AGREEMENT TEXAS ACTION DEL FIDUCIARY DUTY FORUM SELECTION CLAUSE HARRIS COUNTY ACTION TRANSACTIONS NOMINAL DEFENDANT COMPLAINT BAYARD FIRM DELAWARE AVENUE WILMINGTON ATTORNEYS COMMON STOCK PREFERRED STOCK LOAN TRANSACTIONS DIRECTORS AFFILIATES COOTES DRIVE LLC TRANSFERRED TEXAS ACTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELA
IN AND FOR NEW CASTLE COUNTY
COOTES DRIVE LLC, Individually
and derivatively on behalf of
Internet Law Library, Inc.,
1
Plaintiff, 1
V. i C.A. No. 18942-NC
HUNTER M.A. CARR, EUGENE A. 1
CERNAN, W. ALLYN HOAGLUND,
KELLEY V. KJRKER, GEORGE A. ;
ROBERTS, W. PAUL THAYER, > .:n
DAVID P. HARRIMAN and 1
INTERNET LAW LIBRARY, INC., 1 `1 ,.
a Delaware corporation as nominal ) I.`:
defendant, 1 ,: J
Defendants.
DEFENDANTS' OPENING BRIEF
IN SUPPORT OF THEIR MOTION TO DISMISS OR STAY
-~
THE BAYARD FIRM BOUCHARD MARCXJLES & FRIEDLANDER
Kurt M. Heyman David J. Margules
Patricia L. Enerio Joanne P. Pinckney
222 Delaware Avenue, Suite 900 222 Delaware Avenue, Suite 1102
P.O. Box 25130 Wilmington, DE 19801
Wilmington, DE 19899 (302) 573-3500
(302) 655-5000 Attorneys for Nominal Defendant
Attorneys for the Individual Defendants Internet Law Library, Inc.
Dated: November 2,200l
SNIPPETS:
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3
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AMENDED COMPLAINT
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EXTRACTED KEY WORDS
ILL ILL COMMON CARR DEFENDANTS LOANS HOAGLUND ROBERTS PRICE PLAINTIFF THAYER KIRKER LAW DEMAND SHARES CONVERSION PRICE REPAYMENT ACCORDING PREFERRED STOCK DISCOUNTED PRICES DIRECTORS LOWEST PRICE OWNERSHIP COOTES DRIVE LLC DELAWARE CORPORATION NOMINAL DEFENDANT ATTORNEYS ELECTRONIC PUBLISHING SERVICES USURIOUS LOANS LEND MONEY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
COOTES DRIVE LLC., Individually :
and derivatively on behalf of
Internet Law Library,
Plaintiff,
C.A. No. 18942
V.
HUNTER M.A. CARR, EUGENE A
CE:RNAN, W. ALLYN
HOAGLUND, KELLEY V.
KIRKER, GEORGE A. ROBERTS,
W. PAUL THAYER, DAVID P.
HARRIMAN, and INTERNET
LAW LIBRARY, INC., a Delaware
corporation as nominal defendant.
Defendants.
AMENDED COMPLAINT
Plaintiff, Cootes Drive, LLC ("Cootes Drive or plaintiff'), by and through its
attorneys, Prickett, Jones & Elliott, for its Complaint against the defendants,
alleges as follows:
Summary Of This Action
1. Internet Law Library Inc. (the "Company or ILL") is an internet
company that provides electronic publishing services and database content through
CD-Rom media and Internet sites. Defendants are engaged in a scheme to siphon
the Company's equity through a series of self-interested and usurious loans. The
1oa:ns give insiders who lend money the right to demand repayment in ILL common
17865.1\138192vl
SNIPPETS:
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4
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COMPLAINT
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EXTRACTED KEY WORDS
ILL PRICE COMMON DEFENDANTS CARR LOANS THAYER HOAGLUND ROBERTS KIRKER DEMAND PLAINTIFF SHARES DISCOUNTED PRICE CONVERSION PRICE REPAYMENT ACCORDING DIRECTORS HARRIMAN RELEVANT TIMES PREFERRED STOCK COOTES DRIVE LLC DELAWARE CORPORATION NOMINAL DEFENDANT ATTORNEYS PRICKETT USURIOUS LOANS INSIDERS LEND MONEY |
r',. ".,
:: 2 I;;
.d& i&`Q@L~,
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE:
IN AND FOR NEW CASTLE COUNTY
COOTES DRIVE LLC., Individually
and derivatively on behalf of
Internet Law Library,
Plaintiff,
V.
HUNTER M.A. CARR, EUGENE A
CERNAN, W. ALLYN
HOAGLUND, KELLEY V.
KIRKER, GEORGE A. ROBERTS,
DONALD W. SA.PAUGH, W. PAUL
THAYER, DAVID P. HARRIMAN,
and INTERNET LAW LIBRARY,
INC., a Delaware corporation as
nominal defendant.
Defendants.
COMPLAINT
Plaintiff, Cootes Drive, LLC ("Cootes Drive or pl.ainti.ff"), by and through its
attorneys, Prickett, Jones & Elliott, for its Complaint against the defendants,
alleges as follows:
Summary Of This Action.
1. Internet Law Library 1:nc. (the "Company or ILL") is an internet
company that provides electronic publishing services and database content through
CD-Rom media and Internet sites. Defendants are engaged in a scheme to siphon
the Company's equity through a series of self-interested and usurious loans. The
loans give insiders who lend money the right to demand repayment in ILL (common
SNIPPETS:
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