Foster, Sylvester M. Foster, and Warren W. Foster, Plaintiffs, v. Thomas H. Moreland, Jeffrey S. Trachtman, Ross N. Herman, Paul F. John W. Parnon, John D. Henderson, Robert A. Bailey, Chevron U. Casella, Narrowsburg, N. In , Chevron Corporation, parent of defendant Chevron U.
At the time of the tender offer, Cities was a Delaware corporation with its headquarters in Oklahoma. Cities ultimately became a wholly-owned subsidiary of Occidental Petroleum Corp. In an opinion dated September 23, , as amended in an order providing for notice to the class, Judge Kram certified a class consisting of. The class complaint includes 1 those who tendered their Cities shares to Gulf, 2 those who purchased Cities' shares from June 17, , when Gulf announced its proposed acquisition of Cities, to August 7, when Gulf terminated the tender offer and 3 those who purchased call options on Cities' stock from June 17, to August 7, For ease of reference, I will refer to this complaint as the Class complaint and to these plaintiffs as the Class plaintiffs.
In a complaint filed December 16, , a group of class plaintiffs opted out of the class and filed their own complaint. These plaintiffs are W. Bam and Davis are also plaintiffs in their capacity as co-trustees of testamentary trusts under the wills of four deceased member of the Foster family. For ease of reference, I will refer to these plaintiffs as the Jones plaintiffs.
Although the plaintiff class is no longer unified, the two complaints are similar and have been consolidated for all purposes. In early , defendants moved to dismiss the complaints, for failure to plead fraud with particularity as required by Fed. On September 14, , defendants also moved for summary judgment. At a September 29, conference I permitted full discovery, while allowing defendants to pursue their motions as discovery continued.
Both sides have modified their arguments at various points in the briefing. Therefore, to the extent this opinion presents the parties' positions, it deals only with their final positions, not with the detritus of every argument presented and then abandoned in the or so pages of briefs the parties have inflicted on the court. Fearing that a takeover by Mesa was imminent, Cities sought a "white knight" armed, inter alia, with a higher bid than Mesa's.
