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ACADEMY CAPITAL MANAGEMENT v MCNAMARA Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 19,028, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: ACADEMY CAPITAL MANAGEMENT, State: DE Delaware, UniqueCaseRef: DE>CC>00019028, Agreement, Complaint, Demand, Facts, Contract, Del, Directors, Nac, Mcnamara, Allegation, Zoomlot Agreement, Failure, Fees, Business Judgment, Academy Capital Management, Auto Credit, Pre-suit Demand, Transaction, Insufficient, Disinterest, Compensation, Stock Options, Zackaroff, Authorities, Indispensable Party, Acquisition, Employment Contract , ContentID: 120252248

Case Documents
1 2001-10-01 OPENING BRIEF IN SUPPORT OF INDIVIDUAL DEFENDANTS MOTION TO DISMISS
[ see first page and extracted highlights below  ] ItemID: 127057
28 pages
PDF
Total Documents: 1 document , 28 pages
Price: $ 19.95


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1 . OPENING BRIEF IN SUPPORT OF INDIVIDUAL DEFENDANTS MOTION TO DISMISS

EXTRACTED KEY WORDS
AGREEMENT
DEFENDANTS
COMPLAINT
DEMAND
FACTS
CONTRACT
DEL
DIRECTORS
NAC
MCNAMARA
ALLEGATION
ZOOMLOT AGREEMENT
FAILURE
FEES
COURT
BUSINESS JUDGMENT
ACADEMY CAPITAL MANAGEMENT
AUTO CREDIT
PRE-SUIT DEMAND
TRANSACTION
INSUFFICIENT
DISINTEREST
COMPENSATION
STOCK OPTIONS
ZACKAROFF
AUTHORITIES
INDISPENSABLE PARTY
ACQUISITION
EMPLOYMENT CONTRACT
                                                                                                   
         IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                         
                      IN AND FOR NEW CASTLE COUNTY

____------------------  -------_                  x
ACADEMY CAPITAL MANAGEMENT,
INC.,

                          Plaintiff,

                                                            Civil Action No.  19028 NC   yii,;
                                                                                           _~  !

JAMES J. McNAMARA,  JOHN A.                                                                  i
                                                                                    -~'
GLEASON, WILLIAM S. MARSHALL,
HENRY Y. L. TOH, DONALD JASENSKY,
PETER T. ZACKAROFF, MALLORY
FACTOR and THOMAS F. CARNEY, JR.,

                          D e f e n d a n t s ,   :

           - and-

NATIONAL AUTO CREDIT, INC.,

                     Nominal Defendant. :
______________________________                    x

                       OPENING BRIEF IN SUPPORT OF
            INDIVIDUAL DEFENDANTS' MOTION TO DISMISS

                                              SKADDEN, ARPS, SLATE,
                                                       MEAGHER & FLOM LLP
                                              One Rodney Square
                                              P.O. Box 636
                                              Wilmington, Delaware 19899
                                              (302) 651-3000

DATED: October I, 2001



                                             TABLE OF CONTENTS


TABLE OF CASES AND AUTHORITIES . . . . . . . . . . . i

PRELIMINARYSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SNIPPETS:
  • ACADEMY CAPITAL MANAGEMENT, INC.,
  • OPENING BRIEF IN SUPPORT OF INDIVIDUAL DEFENDANTS' MOTION TO DISMISS
  • TABLE OF CASES AND AUTHORITIES.
  • THE COMPLAINT SHOULD BE DISMISSED FOR FAILURE TO STATE A CLAIM UPON WHICH RELIEF CAN BE
  • THE CLAIM FOR RESCISSION OF THE ZOOMLOT AGREEMENT SHOULD BE DISMISSED FOR FAILURE TO JOIN AN
  • Ackerman v. Stemerman, Del.
  • Chancery Court Rule 12.
  • The plaintiff in this action complains about three business judgments made
  • by the board of directors of National Auto Credit,
  • First, with the benefit of hindsight, the plaintiff complains that NAC overpaid for the
  • The plaintiff asserts that the acquisition of ZoomLot somehow benefited NAC's CEO, chairman
  • of its CEO, defendant McNamara, who is not alleged to have been in any way incompetent or
  • business judgment.
  • the three decisions and none able to impartially consider a demand.
  • ZoomLot, a dot.com company, and entered into the ZoomLot Agreement.
  • allegation that due diligence was not done.
  • allegation that the board approved the agreement in haste or after insufficient discussion
  • economic interest in ZoomLot or to have financially benefited directly from the transaction.
  • contract between NAC and NAC's chairman and CEO,
  • that much of McNamara's compensation would take the form of NAC stock, stock options
  • the Employment Contract is alleged to provide
  • directors for past services rendered and an increase in directors' fees to $55,000 per
  • THE COMPLAINT SHOULD BE DISMISSED FOR FAILURE TO MAKE A PRE-SUIT DEMAND.
  • Such a demand is excused only when a plaintiff alleges particularized facts
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