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Corporate Transactions
Randall Bearings, Inc. - Class and Derivative Action
Chimicles & Tikellis LLP is Plaintiff's counsel in a stockholder class and derivative action challenging an executive compensation plan that transferred over 30% of the equity and voting power of Randall Bearings, Inc. -- along with corresponding bonuses to cover taxes on the grants -- to certain executive insiders for total consideration of just $200.00. Plaintiff's Second Amended Class Action and Derivative Complaint asserts that the directors breached their fiduciary duties to the Company and the public stockholders in designing and approving the plan and stock grants to entrench and enrich the insiders and failed to disclose the grant to plans to the stockholders voting whether to authorize the plan.
In a forty-eight page opinion issued on January 23, 2007, the Delaware Court of Chancery denied, in its entirety, the director defendants' motion to dismiss, ruled that any motion for summary judgment by Defendants would not succeed and directed the parties to complete discovery and proceed to trial. On November 27, 2007, the Court issued a second opinion denying a motion to dismiss by the Company's former attorney and his law firm. Both opinions are accessible by clicking the links below.
Also linked below are the Third Amended Class Action and Derivative Complaint and its exhibits, each of which was unsealed by the Court on February 12, 2008.
DOCUMENTS
Third Amended Class Action and Derivative Complaint
Opinion of the Court of Chancery Denying Motion to Dismiss (1/23/07)
Opinion of the Court of Chancery Denying Motion to Dismiss (11/27/07)
CONTACT
Robert J. Kriner, Jr. (rjk@chimicles.com)
A. Zachary Naylor (zn@chimicles.com)
CHIMICLES & TIKELLIS LLP
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
Telephone: (302) 656-2500
Toll Free: 866-399-2487
Facsimile: (302) 656-9053
Website: www.chimicles.com
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