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ELLIOTT ASSOC. v METROMEDIA INTERNATIONAL GROUP Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,980, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN, Plaintiff: ELLIOTT ASSOC., State: DE Delaware, UniqueCaseRef: DE>CC>00018980, Complaint, Metromedia, Annual Meeting, Allegations, Paragraph, Relief, Delaware, Elliott, Stockholders, Certificate, Directors, Incorporation, Wherefore, Del, Election, York, Metromedia International Group, Admits, Reference, Thereof, Holders, Metromedia Common Stock, Delaware Corporation, East Rutherford, Jersey, By-laws, Permit, Written Consent, Summarily Order Metromedia, Plaintiffs Pray, David Parker, Kleinberg, Kaplan, Wolf, Responsive Pleading, Complaint Fails, Equity, Unclean Hands , ContentID: 120246515

Case Documents
1 2001-07-19 LP. V. METROMEDIA INTERNATIONAL GROUP INC. ANSWER AND AFFIRMATIVE DEFENSES OF METROMEDIA INTERNATIONAL GROUP INC
[ see first page and extracted highlights below  ] ItemID: 126975
3 pages
PDF
2 2001-06-28 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 115605
3 pages
PDF
Total Documents: 2 documents , 6 pages
Price: $ 24.95


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1 . LP. V. METROMEDIA INTERNATIONAL GROUP INC. ANSWER AND AFFIRMATIVE DEFENSES OF METROMEDIA INTERNATIONAL GROUP INC.

EXTRACTED KEY WORDS
ALLEGATIONS
PARAGRAPH
RELIEF
COURT
DELAWARE
ELLIOTT
DEFENDANT
METROMEDIA INTERNATIONAL GROUP
ADMITS
PLAINTIFFS
REFERENCE
THEREOF
MEETING
STOCKHOLDERS
CERTIFICATE
INCORPORATION
LAW
RESPONSIVE PLEADING
COMPLAINT FAILS
EQUITY
UNCLEAN HANDS
WHEREFORE
JUDGMENT DISMISSING
PREJUDICE
RELIEF THEREIN
COURT DEEMS
HEREBY CERTIFY
FOREGOING
COUNSEL
                                                                                                   
                  IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                IN AND FOR NEW CASTLE COUNTY

ELLIOTT ASSOCIATES, L.P. and
ELLIOTT INTERNATIONAL, L.P.,                        ;
                          Plaintiffs,                                                          .;;
                                                    ;                                          r
                                                                                               C'l.I
        V.                                          i           C.A. No. 18980          r      I: ,)
                                                                                        -_     4
                                                    >
METROMEDIA INTERNATIONAL
GROUP, INC.,                                        ;

                          Defendant.


                            ANSWER AND AFFIRMATIVE DEFENSES
                      OF METROMEDIA INTERNATIONAL GROUP, INC.

        Defendant Metromedia International Group, Inc. ("Metromedia" or the "Company"), by and

through its attorneys, answers the complaint in this action (the "Complaint") as follow:s:

         1.        Defendant lacks knowledge or information sufficient to form a belief as to the

of the allegations of paragraph 1 of the Complaint, except admits that plaintiffs purport to bring

action pursuant to 8 Del. C. 5 2 11.

         2.        Defendant lacks knowledge or information sufficient to form a belief as to the

of the allegations of paragraph 2 of the Complaint, except admits that Elliott Associatc:s,  L.P.

a holder of record of 1000 shares of the Company's common stock as of May 24,200 I

         3.        The allegations of paragraph 3 of the Complaint are admitted

         4.        The allegations of paragraph 4  ofthe Complaint are denied, except that it is

that the Company's by-laws include Article II, Section 1, reference to which is made z&Jr the terms

and contents thereof.



RLFl-2335148-1                                           -l-
SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • OF METROMEDIA INTERNATIONAL GROUP, INC.
  • Defendant Metromedia International Group, Inc., by and
  • answers the complaint in this action as follow:s:
  • of the allegations of paragraph 1 of the Complaint, except admits that plaintiffs purport to
  • of the allegations of paragraph 2 of the Complaint, except admits that Elliott Associatc:s,
  • that the Company's by-laws include Article II, Section 1, reference to which is made z&Jr the
  • and contents thereof.
  • meeting of stockholders and it is further admitted that the Complaint was tiled subsequlent
  • it is admitted that the Restated Certificate of Incorporation of the Company on file with the
  • The allegations of paragraph 6 of the Complaint state conclusions of law as to which
  • no responsive pleading is required.
  • The Complaint fails to state a claim upon which relief may be granted.
  • The relief sought in the Complaint is barred in equity by plaintiffs' unclean hands.
  • WHEREFORE, the Company demands judgment dismissing with prejudice the Complaint
  • and each and every claim for relief therein and such other and further relief as this Court
  • I hereby certify that on July 19,200 1, two copies of the foregoing were served by hand on
  • counsel as follows:

  • 2 . COMPLAINT

    EXTRACTED KEY WORDS
    ANNUAL MEETING
    PLAINTIFFS
    COURT
    DIRECTORS
    DELAWARE
    DEL
    ELLIOTT
    STOCKHOLDERS
    ELECTION
    YORK
    HOLDERS
    METROMEDIA COMMON STOCK
    DELAWARE CORPORATION
    BUSINESS
    EAST RUTHERFORD
    JERSEY
    BY-LAWS
    CERTIFICATE
    INCORPORATION
    PERMIT
    WRITTEN CONSENT
    SUMMARILY ORDER METROMEDIA
    WHEREFORE
    PLAINTIFFS PRAY
    COUNSEL
    DAVID PARKER
    KLEINBERG
    KAPLAN
    WOLF
    
                                                                                                       
    
                                                                                                     /
    
                                                                                   `.       `.
    
    
                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN
                                       AND FOR NEW CASTLE COUNTY
    
    Elliott          Associates,        L.P.    and    Elliott )
    International, L.P.                                                      /
                                                               i
    
                        Plaintiffs,
    
               V.
    
    
    
    Metromedia International Group, Inc.
    
    
                        Defendant.
    
    
                       mPLAINT  FOR RELIEF UNDER 8 DEL. C..j 2111(C)
    
               1.       Pursuant to the provisions of 8  Del.  C.  5  ZIll(c), plaintiffs Elliott
    
    ,4ssociates,  L.P. and Elliott International, L.P. ("Plaintiffs") bring this action to
    
    compel the scheduling of an ann-ual meeting of stockholders for Metromedia
    
    International,  Inc. ( "Metromedia").
    
               2.       Plaintiffs are holders of record of Metromedia common stock.
    
               3.       Metromedia is a Delaware Corporation with its principal place of
    
    business in East Rutherford, New Jersey.
    
               4.       Metromedia's By-laws provide that the annual meeting is to be held in
    
    March, April or May on a date designated by the Board of Directors. If the 13oard
    
    does not designate a date, the annual meeting is to be held on t.he s,econd  Tu.esday  of
    
    April.
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN
  • Metromedia International Group, Inc.
  • Pursuant to the provisions of 8 Del.
  • 5 ZIll, plaintiffs Elliott
  • Plaintiffs are holders of record of Metromedia common stock.
  • Metromedia is a Delaware Corporation with its principal place of
  • business in East Rutherford, New Jersey.
  • Metromedia's By-laws provide that the annual meeting is to be held in
  • April or May on a date designated by the Board of Directors.
  • not held an annual meeting of the stockholders for the election of directors since
  • Metromedia's certificate of incorporation does not permit the election
  • of directors or other actions by written consent.
  • the Court may summarily order Metromedia to hold an annual meeting.
  • WHEREFORE, Plaintiffs pray that the Court:
  • Of Counsel: David Parker
  • Kleinberg, Kaplan, Wolf & Cohen, P.C.
  • New York, New York, 10176
  •    |