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\ \LY'~ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
'1 IN AND FOR NEW CASTLE COUNTY
-----------.------------..-------~~-~~~~~~~~~~~~
STEPHEN DINALLO,
Plaintiff,
- against - : Civil Action
GHAN SUH, KYLE SHANNON, KENNETH TRUSH,
GERALD BRUCE REDDITT, JOHN D. WREN, JEFFREY :
REYPORT, THOMAS DELONG, AGENCY.COM LTD.,
and SENECA INVESTMENTS LLC,
Defendants.
CLASS ACTION COMPLAI'm
Plaintiff alleges upon inf!ormation and belief, except
for paragra:ph 1 hereof, which is alleged upon knowledge, as
follows:
3~ . Plaintiff has been the owner of sha.res of the
common stock of Agency.com Ltd. ("Agency.com" or the "Company")
since prior to the wrongs herein complained of and continuously
to date.
2 Agency.com is a corporation duly organized and
existing under the laws of the State of Delaware. The
an Internet consulting firm that maintains its principal offices
at 20 Exchange Place, New York, New York.
3. Defendant Seneca Investments LLC ("sleneca")
beneficially owns or controls or will own or control
SNIPPETS:
GHAN SUH, KYLE SHANNON, KENNETH TRUSH,
since prior to the wrongs herein complained of and continuously
at 20 Exchange Place, New York, New York.
beneficially owns or controls or will own or control
approximately 13.1% of the Company's common stock.
Defendants Gerald Bruce Redditt, John D. Wren,
Jeffrey Rayport and Thomas De.Long are Directors of the Company.
Seneca, as controlling shareholder, and the
Company's public shareholders and owe the public shareholders of
Agency.com the highest duties of good faith, fair 'dealing, due
Plaintiff brings this action as a c.Lass action,
behalf of a.11 security holders of the Company (except the
members is impracticable.
shares of Agency.com common stock outstanding owned by hundreds,
There are questions of law and fact which are
whether the proposed transaction,
constitutes a breach of the duty of fair dealing with
whether the class is entitled to injunctive relief or damages
appropriate injunctive relief and/or corresponding declaratory
Company's founders are to receive a?
second payment of $0.47 per share a.1 an undisclosed later date.
Company not held by Seneca and its affiliates.
The price of $3.00 per share to be paid to class
Agency.com in light of its business, earnings and e,srnings power,
aggrandize Seneca at the expense of Agency.com's public
share proportionately in the future success of Agency.com and its
participants in Seneca's overall plan to {obtain 100% ownership of
fiduciaries at the expense of the public shareholders of the
certifying plaintiff as the Class representative and her counsel
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