Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Look up keyword
Like this
1Activity
0 of .
Results for:
No results containing your search query
P. 1
AlvAl

AlvAl

Ratings: (0)|Views: 284|Likes:
Published by Eriq Gardner
@eriqgardner
@eriqgardner

More info:

Published by: Eriq Gardner on Aug 21, 2014
Copyright:Traditional Copyright: All rights reserved

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

08/22/2014

pdf

text

original

 
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
ALBERT A. GORE, JR. AND JOEL HYATT,as Members’ Representative on behalf of the Former Members of Current Media, LLC, Plaintiffs, v. AL JAZEERA AMERICA HOLDINGS I, INC., Defendant. ))))))))))) C.A. No.
VERIFIED COMPLAINT
Plaintiffs Albert A. Gore, Jr. and Joel Hyatt, by and through their undersigned counsel, bring this action against Defendant Al Jazeera America Holdings I, Inc. and allege upon personal knowledge as to their own acts, and upon information and belief as to all other matters, as follows:
INTRODUCTION
1.This case arises from Defendant’s willful breach of contract and attempt to defraud Plaintiffs by unlawfully restraining and attempting to seize approximately in escrow funds that rightfully belong to Plaintiffs and other former members of Current Media, LLC (“Current Media”) as a result of their sale of Current Media to Defendant.2.Plaintiffs are among the former members, officers and directors of Current Media. In his capacity as Members’ Representative, Plaintiff Hyatt serves 10040-VCGREDACTEDVERSION--FILED:AUGUST20,2014
 
EFiled: Aug 20 2014 05:07PM EDT Transaction ID 55917668 Case No. 10040-VCG
 
 
2
as the representative, agent, proxy and attorney-in-fact for all other former Current Media members not named in this Verified Complaint, and possesses an array of concomitant obligations, duties, rights, powers and authority.3.Current Media’s primary holding was the cable television network Current TV. Current TV was party to a number of distribution agreements with various programming distributors (
e.g.
, cable and satellite providers) pursuant to which the network was broadcast in over 50 million U.S. subscriber households. 4.Current Media was purchased by defendant Al Jazeera America Holdings I, Inc. in early 2013 for approximately . Through its  purchase of Current Media, Defendant intended to take over Current TV’s distribution agreements and replace Current TV with its own network – Al Jazeera America (“AJAM”).5.Of the total purchase price Defendant paid for Current Media, approximately was placed in escrow for an 18-month period for the limited purpose of satisfying any indemnification obligations of the former members of Current Media (the “Former Members”) under the Agreement and Plan of Merger through which Defendant purchased the company (the “Merger Agreement”) and the other related contracts and agreements that governed the sale.
 
3
6.The 18-month escrow period ended on July 2, 2014, at which time Defendant was required by the Merger Agreement to enable the prompt return of all unused escrow funds that were not being withheld to satisfy pending indemnification claims submitted in compliance with the Merger Agreement prior to that date.7.As of July 2, 2014, approximately remained in escrow (the “Escrow Balance”). 8.Instead of allowing the return of the full Escrow Balance to the Members’ Representative (who, in turn, would distribute it among all Former Members based on their proportional interest in the purchase price received for Current Media), Defendant submitted, on June 27, 2014, five Claim Certificates through which it attempts to manufacture several ways to raid the entirety of the Escrow Balance in express violation of the Merger Agreement. 9.
First 
, Defendant has improperly claimed that it is entitled to take from the escrow account to cover unspecified, non-itemized “expenses”  purportedly relating to the termination of a February 2012 contract between Defendant’s parent company Al Jazeera Media Network (“AJ”) and Time Warner Cable (“TWC”). This contract was essentially worthless to both parties because it  permitted (but did not require) TWC to carry AJ’s first English-language network,

You're Reading a Free Preview

Download
scribd
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->