Nine lawsuits have been filed against Cox Communications Inc. in response to the Atlanta-based media company's Aug. 2 proposal to go private in a $8 billion buyout.
Cox Communications reported the lawsuits in a filing with the Securities and Exchange Commission. According to the filing, nine class-action lawsuits have been filed naming Cox and each of its directors as defendants. Eight of the lawsuits also name Cox Enterprises Inc. (CEI) as a defendant.
The complaints allege the defendants have breached their fiduciary duties to the stockholders of Cox in connection with CEI's proposal to acquire the outstanding publicly held minority interest in Cox. The complaints also seek the certification of a class of Cox stockholders, preliminary and permanent injunctive relief prohibiting the defendants from proceeding with CEI's proposal or requiring them to take certain actions with respect to CEI's proposal, an accounting or compensatory damages (except in one instance), attorneys' fees and costs, and other relief, and in certain complaints, rescission or other damages in the event CEI's proposal is consummated.
On Aug. 2, the following lawsuits were filed in the Delaware Court of Chancery: Smith v. Cox Communications Inc. et al.; Wilson v. Cox Enterprises Inc., et al.; Steiner v. Cox Communications Inc., et al.; Guerinv. Cox Enterprises Inc. et al.; Eastside Investors LLP v. Cox Communications Inc., et al.; and Hill v. Cox Communications Inc., et al. On August 3, 2004, an additional action captioned Schaefer v. Cox Communications Inc., et al. was filed in the Delaware Court of Chancery.
Also on Aug. 2, two other purported shareholders of Cox also filed lawsuits in the Superior Court of Fulton County: Brody v. Cox Communications Inc., et al.; and Golombuski v. Kennedy, et al. In addition to the allegations reported above, the complaint in the Golombuski suit also alleges derivative claims on behalf of Cox for corporate waste, abuse of control, breach of fiduciary duty and unjust enrichment.
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