Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 1 of 14 PageID #: 1
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`JOHN RYAN,
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`v.
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`ALASKA COMMUNICATIONS SYSTEMS
`GROUP, INC., DAVID W. KARP, PETER D.
`AQUINO, WAYNE BARR, JR., WILLIAM
`H. BISHOP, BENJAMIN C. DUSTER, IV,
`and SHELLY C. LOMBARD,
` Defendants.
`
`UNITED STATES DISTRICT COURT
`DISTRICT OF DELAWARE
`
`
`Plaintiff,
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`
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`Case No._______________
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`
`COMPLAINT FOR VIOLATIONS OF
`THE FEDERAL SECURITIES LAWS
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`JURY TRIAL DEMANDED
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`Plaintiff John Ryan (“Plaintiff”), by his undersigned attorneys, for this complaint against
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`defendants, alleges upon personal knowledge with respect to himself, and upon information and
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`belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as
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`follows:
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this action against Alaska Communications Systems Group, Inc.
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`(“Alaska Communications” or the “Company”) and the members of its Board of Directors (the
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`“Board” or the “Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the
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`Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S.
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`Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9. By the Action,
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`Plaintiff seeks to enjoin the vote on a proposed transaction, pursuant to which Alaska
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`Communications will acquired by Project 8 Buyer, LLC (“Parent”), an affiliate of ATN
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`International, Inc. (“ATN”), and Freedom 3 Investments IV, LP, a fund advised by Freedom 3
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`Capital LLC (“FC3”) (the “Proposed Transaction”).
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 2 of 14 PageID #: 2
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`2.
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`On January 4, 2021, the Company announced it had entered into an Agreement and
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`Plan of Merger dated December 31, 2020 (the “Merger Agreement”) to effect the Proposed
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`Transaction, which is valued at approximately $332 million. The Merger Agreement provides
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`that each Alaska Communications stockholder is to receive $3.40 in cash for each share of
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`Company common stock they own (the “Merger Consideration”).
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`3.
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`On February 9, 2021, the Company filed a Schedule 14A Definitive Proxy
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`Statement (the “Proxy Statement”) with the SEC recommending that its stockholder approve the
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`Proposed Transaction. In doing so, however, the Proxy Statement omits or misrepresents material
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`information concerning numerous items, each critical to a stockholder deciding whether to approve
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`the Proposed Transaction. Items omitted from or misrepresented in the Proxy Statement include:
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`(i) the financial projections prepared by the Company management that were used in the valuation
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`analyses ostensibly supporting the fairness opinion issued by the Company’s financial advisor, B.
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`Riley Securities, Inc. (“B. Riley”); (ii) the background of the Proposed Transaction; and (iii) B.
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`Riley’s potential conflicts of interest. Defendants authorized the issuance of the false and
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`misleading Proxy Statement in violation of Sections 14(a) and 20(a) of the Exchange Act.
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`4.
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`It is imperative that the material information omitted from the Proxy Statement is
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`disclosed to the Company’s stockholders prior to the forthcoming stockholder vote so that they
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`can properly exercise their corporate suffrage rights.
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`5.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to the Company’s stockholders or, in the event
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`the Proposed Transaction is consummated, to recover damages resulting from the defendants’
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`violations of the Exchange Act.
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`2
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 3 of 14 PageID #: 3
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`JURISDICTION AND VENUE
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`6.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Section 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`7.
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`This Court has jurisdiction over the defendants because each defendant is either a
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`corporation that conducts business in and maintains operations within this District or is an
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`individual with sufficient minimum contacts with this District such that the exercise of jurisdiction
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`by this Court permissible under traditional notions of fair play and substantial justice.
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`8.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391 because defendants
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`are found or are inhabitants or transact business in this District.
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`THE PARTIES
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`9.
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`Plaintiff is and has been a continuous stockholder of Alaska Communications
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`common stock at all times relevant hereto.
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`10.
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`Defendant Alaska Communications is a Delaware corporation with principal
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`executive offices located at 600 Telephone Avenue, Anchorage, Alaska 99503. The Company’s
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`common stock trades under the symbol “ALSK” on the NASDAQ Global Select Market. Alaska
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`Communications is a fiber broadband and managed IT services provider that offers technology
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`and service enabled customer solutions to business and wholesale customers in and out of Alaska.
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`The Company also provides telecommunication services to consumers in the most populated
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`communities throughout Alaska. The Company’s network is among the most expansive in Alaska
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`and forms the foundation of service to the Company’s customers.
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`11.
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`Defendant David W. Karp (“Karp”) is Chairman of the Company’s Board of
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`Directors. Karp is a director of the Company and has been since 2011.
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 4 of 14 PageID #: 4
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`12.
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`Defendant Peter D. Aquino (“Aquino”) is a director of the Company and has been
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`since 2019.
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`13.
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`Defendant Wayne Barr, Jr. (“Barr”) is a director of the Company and has been since
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`2018.
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`14.
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`Defendant William H. Bishop (“Bishop”) is President and Chief Executive Officer
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`of the Company. Barr is a director of the Company and has been since 2019.
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`15.
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`Defendant Benjamin C. Duster, IV (“Duster”) is a director of the Company and has
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`been since 2020.
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`16.
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`Defendant Shelly C. Lombard (“Lombard”) is a director of the Company and has
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`been since 2020.
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`17.
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`Defendants identified in paragraphs 11-16 are referred to herein as the “Board” or
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`the “Individual Defendants.”
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`18.
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`Non-party ATN is a Delaware corporation with its principal executive offices
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`located at 500 Cummings Center, Suite 2450, Beverly, MA 01915. ATN is a holding company
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`that, directly and through its subsidiaries, owns and operates telecommunications businesses in
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`North America, the Caribbean and Bermuda.
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`19.
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`F3C is a Delaware limited liability company with principal executive offices
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`located at 12 East 49th Street, 27th Floor, New York, NY 10017.
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`20.
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`21.
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`Parent is a Delaware limited liability company and affiliate of ATN.
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`Non-Party Merger Sub is a Delaware corporation and a wholly owned subsidiary
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`of Alaska Communications.
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`4
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 5 of 14 PageID #: 5
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`SUBSTANTIVE ALLEGATIONS
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`The Proposed Transaction
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`22.
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`On January 4, 2021, Alaska Communications announced the Proposed Transaction,
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`stating in part:
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`ANCHORAGE, Alaska-- Jan. 4, 2021-- Alaska Communications Systems Group,
`Inc. (NASDAQ: ALSK) (“Alaska Communications” or
`the “Company”)
`announced today that on December 31, 2020 it entered into a definitive agreement
`pursuant to which the Company will be acquired by a newly formed entity owned
`by ATN International, Inc. (NASDAQ: ATNI) (“ATN”) and Freedom 3 Capital,
`LLC (“FC3”) in an all cash transaction valued at approximately $332 million,
`including net debt. The merger will result in Alaska Communications becoming a
`consolidated, majority owned subsidiary of ATN and is expected to close in the
`second half of 2021. Alaska Communications’ prior agreement to be acquired by
`an affiliate of Macquarie Capital (“Macquarie”) and GCM Grosvenor (“GCM”),
`through its Labor Impact Fund, L.P., has been terminated.
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`Under the terms of the agreement, an affiliate of ATN will acquire all the
`outstanding shares of Alaska Communications common stock for $3.40 per share
`in cash. This represents a premium of approximately 78% over the closing per share
`price of $1.91 on November 2, 2020, the last trading day prior to the date when
`Alaska Communications’ original merger agreement with Macquarie and GCM
`was executed, a 70% premium to the 30-day volume weighted average price up to
`and including November 2, 2020 and a 4% premium to Macquarie and GCM’s prior
`binding agreement to acquire the Company.
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`The merger agreement follows the determination by the Alaska Communications
`Board of Directors, after consultation with its legal and financial advisors, that the
`ATN proposal constituted a “Superior Proposal” as defined
`in Alaska
`Communications’ previously announced merger agreement with Macquarie and
`GCM. Consistent with that determination and following the expiration of the
`negotiation period with Macquarie and GCM required under such agreement,
`Alaska Communications terminated that agreement. In connection with the
`termination, Alaska Communications paid Macquarie and GCM a $6.8 million
`break-up fee.
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`David W. Karp, Chairman of the Alaska Communications Board of Directors, said,
`“Today's announcement is the product of a comprehensive process that
`demonstrates what a strong business the team at Alaska Communications has built.
`The agreement with ATN is a great result for our stockholders, who will receive
`significant near-term value.”
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`Bill Bishop, President and Chief Executive Officer of Alaska Communications,
`stated, “This transaction represents an exciting opportunity to augment our market
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 6 of 14 PageID #: 6
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`position, as well as, expand our capabilities to better serve our customers. ATN has
`extensive telecommunications expertise, a strong track record of successfully
`investing in and operating capital-intensive businesses and has a strong financial
`position highlighted by its net cash position. These are critical attributes that will
`support our strategy to deliver superior customer service utilizing our fiber-based
`network solutions. We firmly believe this transaction will allow us to enhance our
`expanded fiber network services and drive long-term value for our employees and
`customers in Alaska.”
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`Michael Prior, Chairman and Chief Executive Officer of ATN, stated, “This
`investment and merger allows us to enter a new market with many similar
`characteristics to our existing operations in the U.S. and elsewhere. Further, it
`aligns with our strategy to leverage the broad capabilities of our operating platform
`to enhance and augment leading providers of facilities-based communications
`services in distinctive markets. ATN has a long history of enabling its subsidiaries
`to gain and maintain strong market positions by investing in high quality
`infrastructure, the latest technologies and creative solutions to give customers a
`superior experience. We recognize the same determination and customer-centric
`approach in the Alaska Communications team. Our industry is rapidly changing,
`and communications requirements have never been more essential and critical than
`they are today. We look forward to combining our resources and experience with
`Alaska Communications’ market knowledge and reputation for superior service to
`provide industry-leading communications products and services to customers in
`Alaska and beyond.”
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`The merger is subject to the approval of Alaska Communications' stockholders,
`regulatory approvals and other customary closing conditions. The merger has fully
`committed debt and equity financing and is not subject to any condition with regard
`to financing. Alaska Communications’ Board of Directors has unanimously
`approved
`the agreement and recommends
`that Alaska Communications’
`stockholders approve the proposed merger and merger agreement. Alaska
`Communications expects to hold a special meeting of stockholders to consider and
`vote on the proposed merger and merger agreement as soon as practicable after the
`mailing of the proxy statement to its stockholders.
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`TAR Holdings, LLC, which owns approximately 8.8% of the outstanding shares of
`Alaska Communications common stock, has entered into a voting agreement with
`ATN agreeing, among other things, to vote in favor of the merger. The voting
`agreement will automatically terminate upon the earliest of (a) the vote of
`stockholders on the merger, (b) any termination of the Merger Agreement, (c) any
`change in recommendation by the Board of Alaska Communications and (d) 14
`months after the signing of the Merger Agreement. Under the voting agreement,
`TAR Holdings, LLC may sell shares of the Company’s stock in the open market
`through a broker dealer.
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`6
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 7 of 14 PageID #: 7
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`The Proxy Statement Contains Material Misstatements or Omissions
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`23.
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`On February 9, 2021, Alaska Communications filed the Proxy Statement with the
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`SEC. The Company furnished it to stockholders to solicit their votes in favor of the Proposed
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`Transaction. The Individual Defendants were obligated to carefully review the Proxy Statement
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`before it was filed with the SEC and disseminated to the Company’s stockholders to ensure that it
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`did not contain any material misrepresentations or omissions. However, the Proxy Statement
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`misrepresents and/or omits material information that is necessary for the Company’s stockholders
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`to make an informed decision concerning whether to vote in favor of the Proposed Transaction, in
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`violation of Sections 14(a) and 20(a) of the Exchange Act.
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`24.
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`As set forth herein, the Proxy Statement fails to provide Company stockholders
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`with material information or provides them with materially misleading information concerning(i)
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`Alaska Communications management’s financial projections and the data and inputs underlying
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`the valuation analyses performed by B. Riley; (ii) the background of the Proposed Transaction;
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`and (iii) B. Riley’s potential conflicts of interest.
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`Material Omissions Concerning Alaska Communications Management’s Financial Projections
`and B. Riley’s Financial Analyses
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`regarding Company
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`25.
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`The Proxy Statement omits material
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`information
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`management’s financial projections. Specifically, at page 61 the Proxy Statement reveals that
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`management prepared financial projections in connection with the Company’s standalone plan
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`“during the first quarter of 2020 in connection with its annual, normal course five-year planning
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`process.” According to the Proxy Statement, management these projections in the first quarter of
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`2020 and were presented to the Board at its March 25, 2020 meeting. The Proxy Statement does
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`not, however, disclose any such financial projections.
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`26.
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`The Proxy Statement also fails to disclose the unlevered free cash flows for fiscal
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 8 of 14 PageID #: 8
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`years ending December 31, 2021 through December 31, 2025 utilized by B. Riley for purposes of
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`its discounted cash flow analysis. At page 68 the Proxy Statement reveals that B. Riley performed
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`such an analysis “to derive a per share equity value reference range for a share of Company
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`common stock.” In doing so, it determined the “reference range [] by adding (i) the net present
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`value of the unlevered free cash flows for the fiscal years ending December 31, 2021 through
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`December 31, 2025, based on the Company projections. . . .” If the unlevered free cash flows are
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`equivalent to the adjusted free cash flows set forth in the projections on page 62 of the Proxy
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`Statement, the Proxy Statement must clarify this.
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`27.
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`The Proxy Statement also fails to disclose all line items underlying the calculation
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`of adjusted EBITDA and adjusted free cash flow.
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`28.
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`Critical to stockholders is the Proxy Statement’s description of B. Riley’s fairness
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`opinion and the various valuation analyses performed in support of that opinion. This description,
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`however, fails to include key inputs and assumptions underlying these analyses. Without this
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`information, as described below, Alaska Communications’ public stockholders are unable to fully
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`understand these analyses and, thus, are unable to determine what weight, if any, to place on B.
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`Riley’s fairness opinion in determining whether to vote in favor of the Proposed Transaction or
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`seek appraisal.
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`29. With respect to B. Riley’s Selected Public Company Analysis and Selected
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`Precedent Transactions Analysis, the Proxy Statement fails to disclose the individual multiples
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`and financial metrics for each of the companies and transactions observed, respectively.
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`30. With respect to B. Riley’s Discounted Cash Flow Analysis, the Proxy Statement
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`fails to disclose: (i) the unlevered free cash flows for fiscal years ending December 31, 2021
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`through December 31, 2025 used in the analysis; (ii) quantification of the Company’s terminal
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`value; and (iii) quantification of the inputs and assumptions underlying the discount rates ranging
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 9 of 14 PageID #: 9
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`from 11.5% to 12.5%.
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`31. With respect to B. Riley’s Premiums Paid Analysis, the Proxy Statement fails to
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`disclose the transactions observed and the individual premiums for each of the transactions.
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`32.
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`The omission of this information renders the statements in the “Opinion of Our
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`Financial Advisor” section of the Proxy Statement false and/or materially misleading in
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`contravention of the Exchange Act.
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`Material Omissions Concerning the Background of the Proposed Transaction
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`33.
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`The Proxy Statement fails to disclose material information concerning the
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`background of the Proposed Transaction.
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`34.
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`First, the Proxy Statement, fails to disclose whether any of the confidentiality
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`agreements executed by potential buyers (“A” through “D”) include “don’t-ask, don’t-waive”
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`(“DADW”) standstill provisions that are presently precluding any of these potential buyers from
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`submitting a topping bid for the Company. This failure creates the false impression that any of the
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`potential buyers who entered into confidentiality agreements could make a superior proposal for
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`the Company. If those confidentiality agreements contain DADW provisions, then those potential
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`buyers can only make a superior proposal by (i) breaching the confidentiality agreement—since to
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`make the superior proposal, they would have to ask for a waiver, either directly or indirectly; or
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`by (ii) being released from the agreement, which if action has been done, is omitted from the Proxy
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`Statement.
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`35.
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`Any reasonable Alaska Communications stockholder would deem the fact that the
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`most likely topping bidders for the Company may be precluded from making a topping bid for the
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`Company to significantly alter the total mix of information.
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`36.
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`The omission of this information renders the statements in the “Background of the
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`Merger” section of the Proxy Statement false and/or materially misleading in contravention of the
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 10 of 14 PageID #: 10
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`Exchange Act.
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`Material Omissions Concerning B. Riley’s Potential Conflicts of Interest
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`37.
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`The Proxy Statement fails to disclose material information concerning the potential
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`conflicts of interest faced by the Company’s financial advisor, B. Riley. Specifically, the Proxy
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`Statement fails to disclose whether B. Riley has performed any past services for any parties to the
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`Merger Agreement or their affiliates, as well as the fees received by B. Riley for providing such
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`services.
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`38.
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`Full disclosure of investment banker compensation and all potential conflicts is
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`required due to the central role played by investment banks in the evaluation, exploration,
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`selection, and implementation of strategic alternatives. The omission of this material information
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`renders the statements in the “Opinion of Our Financial Advisor” section of the Registration
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`Statement false and/or materially misleading in contravention of the Exchange Act.
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`39.
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`The Individual Defendants were aware of their duty to disclose this information
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`and acted negligently (if not deliberately) in failing to include this information in the Proxy
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`Statement. Absent disclosure of the foregoing material information prior to the stockholder vote
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`on the Proposed Transaction, Plaintiff and the other stockholders of Alaska Communications will
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`be unable to make a sufficiently informed decision whether to vote in favor of the Proposed
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`Transaction and are thus threatened with irreparable harm warranting the injunctive relief sought
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`herein.
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`CLAIMS FOR RELIEF
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`COUNT I
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`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
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`40.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`10
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 11 of 14 PageID #: 11
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`herein.
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`41.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
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`Act, provides that proxy communications with stockholders shall not contain “any statement
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`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
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`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
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`42.
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`Defendants issued the Proxy Statement with the intention of soliciting stockholder
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`support for the Proposed Transaction. Each of the defendants reviewed and authorized the
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`dissemination of the Proxy Statement and the use of their name in the Proxy Statement, which fails
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`to provide critical information regarding, among other things, financial analysis that were prepared
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`by Truist and relied upon by the Board in recommending the Company’s stockholders vote in favor
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`of the Proposed Transaction.
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`43.
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`In so doing, defendants made untrue statements of fact and/or omitted material facts
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`necessary to make the statements made not misleading. Each of the Individual Defendants, by
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`virtue of their roles as officers and/or directors, were aware of the omitted information but failed
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`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
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`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
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`information to stockholders although they could have done so without extraordinary effort.
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`44.
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`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
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`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
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`or misleading statements or omitting a material fact constitutes negligence. Defendants were
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`negligent in choosing to omit material information from the Proxy Statement or failing to notice
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`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 12 of 14 PageID #: 12
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`carefully. Indeed, defendants were intricately involved in the process leading up to the signing of
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`the Merger Agreement and the preparation and review of strategic alternatives and other financial
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`matters.
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`45.
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`The misrepresentations and omissions in the Proxy Statement are material to
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`Plaintiff, who will be deprived of his right to cast an informed vote if such misrepresentations and
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`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
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`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
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`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
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`COUNT II
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`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
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`46.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`herein.
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`47.
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`The Individual Defendants acted as controlling persons of the Company within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`directors of Alaska Communications, and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the incomplete and misleading statements contained in
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`the Proxy Statement filed with the SEC, they had the power to influence and control and did
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`influence and control, directly or indirectly, the decision making of Alaska Communications,
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`including the content and dissemination of the various statements that Plaintiff contends are
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`materially incomplete and misleading.
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`48.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
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`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 13 of 14 PageID #: 13
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`statements or cause the statements to be corrected.
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`49.
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`Each of the Individual Defendants had direct and supervisory involvement in the
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`day-to-day operations of the Company, and, therefore, is presumed to have had the power to
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`control or influence the particular transactions giving rise to the Exchange Act violations alleged
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`herein, and exercised the same. The omitted information identified above was reviewed by the
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`Board prior to voting on the Proposed Transaction. The Proxy Statement at issue contains the
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`unanimous recommendation of the Board to approve the Proposed Transaction. The Individual
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`Defendants were thus directly involved in the making of the Proxy Statement.
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`50.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
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`Agreement. The Proxy Statement purports to describe the various issues and information that the
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`Individual Defendants reviewed and considered. The Individual Defendants participated in
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`drafting and/or gave their input on the content of those descriptions.
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`51.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`52.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
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`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
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`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`53.
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`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
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`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`Case 1:21-cv-00222-LPS Document 1 Filed 02/17/21 Page 14 of 14 PageID #: 14
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff demands injunctive relief in his favor and against the defendants
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`jointly and severally, as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and their counsel, agents,
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`employees, and all persons acting under, in concert with, or for them, from proceeding with,
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`consummating, or closing the Proposed Transaction, unless and until defendants disclose the
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`material information identified above which has been omitted from the Proxy Statement;
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`B.
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`Rescinding, to the extent already implemented, the Merger Agreement or any of
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`the terms thereof, or granting Plaintiff rescissory damages;
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`C.
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`Directing the defendants to account to Plaintiff for all damages suffered because of
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`their wrongdoing;
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`D.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`E.
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`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: February 17, 2021
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`By:
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`LONG LAW, LLC
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`/s/ Brian D. Long
`Brian D. Long (#4347)
`3828 Kennett Pike, Suite 208
`Wilmington, DE 19807
`Telephone: (302) 729-9100
`Email: BDLong@longlawde.com
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`Attorneys for Plaintiff
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`14
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