Allen, et al. v. News Corp., et al.
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WILLIAM B. CHANDLER III CHANCELLOR COURT OF CHANCERY OF THE STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE 34 THE CIRCLE GEORGETOWN, DELAWARE 19947 February 3, 2005 Seth D. Rigrodsky Milberg Weiss Bershad & Schulman LLP 919 N. Market Street, Suite 411 Wilmington, DE 19801 Edward P. Welch Skadden, Arps, Slate, Meagher & Flom LLP P.O. Box 636 Wilmington, DE 19899 Re: Robert D. Goldberg Biggs & Battaglia P.O. Box 1489 Wilmington, DE 19899 William M. Lafferty Morris, Nichols, Arsht & Tunnell P.O. Box 1347 Wilmington, DE 19899 Allen, et al. v. News Corp., et al. Civil Action Nos. 979-N, 980-N, 981-N, 982-N, 984-N, 985-N, 986-N, 991-N, 994-N, 995-N, 996-N, 1003-N, 1018-N, 1026-N, 1033-N, 1034-N and 1036-N Dear Counsel: Presently before the Court are several motions. The disposition of those motions in this letter obviates the need for the teleconference previously scheduled for this afternoon. Upon careful consideration of the numerous submissions, the Court s rulings follow. With respect to the motion to consolidate and the competing motions to be appointed lead counsel, upon good cause appearing and considering the factors outlined in Hirt v. U.S. Timberlands Serv. Co., 2002 WL 1558342 (Del. Ch.), the motion to consolidate will be granted as explained below. The motion to approve Milberg Weiss Bershad & Schulman LLP as chair of plaintiffs executive committee is granted with the following provision: Biggs & Battaglia, Chitwood & Harley LLP and Harnes Keller LLP shall all be added as Of Counsel within the proposed organizational structure. The Chair of plaintiffs executive committee shall provide to the Court a new proposed consolidation order reflecting this ruling, and the proposed order will then be granted. With respect to the motion to expedite proceedings filed in C.A. No. 1026-N (and all other cases to be consolidated therewith upon entry of the Order described above), the motion is hereby GRANTED, and the motion to stay discovery is DENIED. At this early stage, plaintiffs have demonstrated a sufficiently colorable claim that the disclosures contained in News proxy materials are materially deficient or misleading and that there is a possibility of a threatened irreparable injury, namely the loss of the ability by the Fox shareholders to have all pertinent information available at the time they decide whether to tender their shares into the exchange offer, if expedition is not granted.1 1 U.S. Surgical Corp. v. Circon Corp., 1997 WL 33175025, at *2 (Del. Ch.). 2 A preliminary injunction hearing will be held on Wednesday, February 16, 2005, at 1:00 p.m. in the Court of Chancery Courthouse in Georgetown, Delaware. The final reply brief must be filed with the Court no later than 12:00 p.m. on February 15, 2005. The parties shall agree to a briefing and discovery schedule within these parameters. IT IS SO ORDERED. Very truly yours, /s/ William B. Chandler III William B. Chandler III WBCIII:amf xc: Marsha Alfree Arline Simmons Court Reporters 3
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