Michael Rosenberg, Et Al. V. Ronald Hovsepian, Et Al. 10-CV-12272-Class Action Complaint for Violation of the Federal Securities
Case 1: 1 0-cv-1 2272-DPW Document 1 Filed 12/29/10 Page 1 of 36 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS MICHAEL ROSENBERG individually and on ) behalf of all others similarly situated, ) ) Plaintiff, ) Case No.: 10-12272 ) v. ) CLASS ACTION COMPLAINT ) FOR VIOLATION OF THE RONALD HOVSEPIAN, RICHARD ) FEDERAL SECURITIES LAWS, CRANDALL, RICHARD NOLAN, JOHN ) AND FOR VIOLATION OF PODUSKA, FRED CORRADO, ALBERT ) STATE LAW BREACHES OF AIELLO, PATRICK JONES, GARY ) FIDUCIARY DUTY GREENFIELD, JUDITH HAMILTON, ) NOVELL, INC., ATTACHMATE ) JURY TRIAL DEMANDED CORPORATION and LONGVIEW ) SOFTWARE ACQUISITION CORP., ) ) Defendants. ) ) ) ) Plaintiff, by their attorneys, alleges upon information and belief, except for their own acts, which are alleged on knowledge, as follows: 1. Plaintiff brings this action on behalf of the public stockholders of Novell, Inc. (“Novell” or the “Company”) against Novell and its Board of Directors (the “Board” or the “Individual Defendants”) seeking equitable relief for their violations of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder (“Rule 14a-9”), and breaches of fiduciary duty, arising out of their attempt to sell the Company to Attachmate Corporation and Longview Software Acquisition Corp. (collectively “Attachmate”) for $6.10 in cash for each share of Novell common stock (the “Proposed Case 1:10-cv-12272-DPW Document 1 Filed 12/29/10 Page 2 of 36 Transaction” or the “Merger”). The Proposed Transaction is valued at approximately $2.2 billion. The Individual Defendants have breached their fiduciary duties by approving the Proposed Transaction at an unfair price and via an unfair process, arising out of their attempts to provide certain Novell insiders and directors with preferential treatment.
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