DCG&T et al v. Knight et al, No. 3:2014cv00067 - Document 67 (E.D. Va. 2014)
Court Description: MEMORANDUM OPINION. Signed by District Judge John A. Gibney, Jr on 12/18/2014. (tjoh, )
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DCG&T et al v. Knight et al Doc. 67 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Richmond Division DCG&T, for the use and benefit of JACK BATTAGLIA/IRA, et aL, Plaintiffs, Civil Case No. 3:14-cv-067-JAG V. GLADE M. KNIGHT, et aL, Defendants. MEMORANDUM OPINION Three Virginia corporations that shared overlapping directors and managers merged into one corporation in March 2014. The shareholders of one of those corporations brought this suit against its directors and managers, complaining that the merger was the result of a flawed, conflicted, and ill-considered decision-making process and that the merger diluted the value of their shares. The shareholders ask the Court to find that the directors and managers breached their fiduciary duties to the corporation and shareholders and to undo the merger. The directors and managers filed this motion to dismiss under Federal Rule of Civil Procedure 12(b)(6). In their amended complaint, the plaintiffs (collectively, "DCG&T") allege several putative class and derivative claims arising from the merger of three Richmond-based real estate investment trusts ("REITs"): Apple REIT Nine, Inc. ("A9"), Apple REIT Eight, Inc. ("A8"), and Apple REIT Seven, Inc. ("A7). After shareholder approval from each entity, A8 and A7 merged Dockets.Justia.com
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