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1
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COMPLAINT
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EXTRACTED KEY WORDS
STOCKHOLDERS PLAINTIFF CAPTEC COURT ANNUAL MEETING CHANCERY DELAWARE CAPTEC NET LEASE NET LEASE REALTY ATTORNEYS DEL RELIEF MAST ANNUAL MEETING SUMMARILY ORDER EMPHASIS EXCESS VIOLATES WARRANTS WHEREFORE PLAINTIFF PRAYS GRANT RELIEF PRIOR FEES EXPENSES COUNSEL HARNES KELLER LLP AVENUE FLOOR YORK |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JOHN W. BAILEY,
: C.A.No. ) 9 )+`J-$c
Plaintiff,
V.
CAPTEC NET LEASE REALTY, INC.,
Defendant.
---------------------------------------------------------------x
COMPLAINT
Plaintiff, by his attorneys, alleges as follows:
1. Plaintiff is a stockholder of Captec Net Lease Realty, Inc. ("Captec").
2. Captec is a corporation organized under the laws of the State of Delaware.
3. The most recent annual meeting of stockholders of Captec was held on or about
August 9, 2000.
4. 8 Del. C. 4 2 11 (b) provides, in relevant part, that as to every corporation
meeting of stockholders shall be held for the election of directors . . , ."
5. 8 Del. C. 9 211 (c) provides, in relevant part, that "[i]f there be a failure to
annual meeting [of stockholders] for a period of 30 days after the date designated therefore, or if
date: has been designated, for a period of 13 months after the organization of the corporation or
Mast annual meeting, the Court of Chancery may summarily order a meeting to be held upon the
application of any stockholder or director." (emphasis added).
6. The failure of Captec to hold an annual meeting of its shareholders since August
200 1, a period in excess of 13 months, violates 8 Del. C. 9 2 11 (b) and warrants the relief
for by 8 Del. C. $ 21 l(c).
WHEREFORE, plaintiff prays for the Court to grant relief and to enter an order:
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