DEUTSCH v. FLANNERY

No. 83 Civ. 5293 (JFK).

597 F.Supp. 917 (1984)

Samuel DEUTSCH, Plaintiff, v. Robert G. FLANNERY, Robert C. Marquis, Richard W. Stumbo, Jr., Walter G. Treanor, John G. Bannister, Wayne T. Donnels, John G. McDonald, Justin Roach, Jr., Joseph Rosenblatt, The Western Pacific Railroad Company, and Union Pacific Corporation, Defendants.

United States District Court, S.D. New York.

September 27, 1984.


Attorney(s) appearing for the Case

Richard M. Meyer, Milberg, Weiss, Bershad, Specthrie & Lerach, Ronald Litowitz, Bernstein, Litowitz, Berger & Grossmann, New York City, for plaintiff.

Leonard Joseph, John F. Collins, Dewey, Ballantine, Bushby, Palmer & Wood, New York City, for defendants Union Pacific and Western Pacific.

Robert J. Sussman, Winthrop, Stimson, Putnam & Roberts, New York City, for defendant Flannery.

Peter Fleming, Jr., T. Barry Kingham, Curtis, Mallet-Provost, Colt & Mosle, New York City, for the Director defendants.


OPINION AND ORDER

KEENAN, District Judge:

The Action

This action arises out of an alleged scheme on the part of the chief executive officer and members of the board of directors of Western Pacific Railroad Company ("WesPac") to allow the Union Pacific Corporation ("Union Pacific") to acquire WesPac for a price far below its actual worth. The plaintiff alleges that, in furtherance of this scheme, the directors of

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