Pages Corrected - I, 5, I9
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MILTON APPLEBAUM, >>
Plaintiff, 11
V. > C.A. No. 19342
)
AVAYA, INC., JEFFREY A. HARRIS, 1
FRANKLIN A. THOMAS, HENRY B. >
SCHACHT, DANIEL C. STANZIONE, )
MARK LESLIE, DONALD K. >
PETERSON, and PATRICIA F. RUSSO, )>
Defendants. 1
MEMORANDUM OPINION
Submitted: April 29, 2002
Decided: June 27, 2002
Corrected: July 1, 2002
Ronald A. Brown, Jr., Esquire, Paul A. Fioravanti, Jr., Esquire, PRICKETT,
JONES & ELLIOTT, PA., Wilmington, Delaware, and Arthur T. Susman,
Esquire, SUSMAN & WATKINS, Chicago, Illinois, Attorneys for Plaint@
Jesse A. Finkelstein, Esquire, Daniel A. Dreisbach, Esquire, Zoe Forrester,
Esquire, RICHARDS, LAYTON & FINGER, Wilmington, Delaware, and
Paul J. DiMaio, Esquire, AVAYA, INC., Basking Ridge, New Jersey,
Attorneys for Defendants.
LAMB, Vice Chancellor.
Page Corrected - July 1, 2002
Before the court are cross motions for summary judgment in a lawsuit
to enjoin a Delaware corporation from executing a reverse/forward stock split
intended to cash out shareholders below a certain ownership level. For the
reasons that follow summary judgment is granted for the defendants.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Jesse A. Finkelstein, Esquire, Daniel A. Dreisbach, Esquire, Zoe Forrester, Esquire,
Before the court are cross motions for summary judgment in a lawsuit
reasons that follow summary judgment is granted for the defendants.
Inc. ("Lucent") in which each holder of Lucent common stock
received one share of Avaya common stock for every twelve shares of Lucent
approximately 3.3 million holders of its common stock,
holding, on average, fewer than 90 shares.
shareholders of Avaya stock own fewer than 30 shares, 919,000 own fewer
the Proposed Transaction promises significant
holding fewer than the Minimum Number of shares, the transaction cost of
The Reverse/Forward Split will provide a costeffective way for holders of fewer than the
cash out their small investment in Avaya because the Company will pay all the
positions at market price.
premium over market would constitute an unwarranted windfall,
stockholder could repurchase shares subject to the appraisal in the market
|
