IN THE COURT OF CHANCEJRY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREENLIGHT CAPITAL QUALIFIE;D,
L.P., GREENLIGHT CAPITAL, L.P., and
GREENLIGHT CAPITAL OFFSHORE,
LTD.,
Plaintiffs, CivilActionNo. 188 1 bnlc
V .
JEFFREY .I. PROSSER, EMERGING
COMMUNICATIONS, INC., a Delaware
corporation., INNOVATIVE COMMUNI-
CATION COMPANY, LLC., a Delaware
limited liab'ility company, INNOVATIVE :
COMMUNICATION CORPORATION, a i :
-.
U.S. Virgin. Islands corporation, RICH-
ARD N. GOODWIN, SALVATORE
MUOIO, SIR SHRIDATH RAMPHAL,
JOHN P. RAYNOR, TERRENCE A.
TODMAN, and JOHN G. VONDRAS,
Defendants.
Plaintiffs, by and through their attorneys, allege as follows:
NATURE OF THE ACTIOIY
1. Plaintiffs bring this action on behalf of themselves and as
successors in interest to, and holders of certain rights acquired from, certain other
former minority shareholders of defendant Emerging Communications, Inc.
("Emerging") at the time of the wrongdoings complained of herein. Plaintiffs bring
this action to recover damages caused by defendants' breaches of fiduciary duty in
proposing, approving, and consummating the two-step tender offer/cash-out merger
SNIPPETS:
GREENLIGHT CAPITAL QUALIFIE;D,
Plaintiffs, by and through their attorneys, allege as follows:
former minority shareholders of defendant Emerging Communications,
this action to recover damages caused by defendants' breaches of fiduciary duty in
proposing, approving, and consummating the two-step tender offer/cash-out merger
Squeeze-Out without disclosing all material information relevant to the transaction.
The 750,300 shares of Emerging common stock
stock not beneficially owned or controlled by defendant Prosser).
St. Croix, U.S. Virgin Islands.
Inc., a Delaware corporation with its principal place of business in St. Croix, U.S.
interests of ICC, and ICC owns all of the outstanding capital stock of Innovative.
Defendants Richard N. Goodwin, Salvatore Muoio, Sir
Emerging IIs Created By A Split-Off From ATN Inc.
and effectively precluded Prosser's aggressive acquisition strategy.
Prosser Acquires The Caribbean Cable Companies Through Innovative
Prosser Enriches Himself Through A Wasteful Employment Agreement He Unilaterally Imposes On
Prudential as its exclusive financial advisor with respect to review of strategic
merger with Innovative.
the Board appointed a special committee to consider the fairness of the Proposed Merger.
Prosser Exploits Emerging's Artificially Depressed Stock Price By Squeezing Out Emerging's
Board that he was unilaterally withdrawing the Proposed Merger and was substituting in its
The Second Committee Scrambles To Identify Its Members And Find Advisors
plaintiffs and the other minority shareholders the highest obligations of due care,
fiduciary duty, plaintiffs and the other minority shareholders suffered damage as
BREACH OF FIDUCIARY DUTY AGAINST PROSSER FOR MATERIAL MISREPRESENTATIONS AND FAILURE TO
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