Bob Hall—the publisher who fired Inquirer editor Bill Marimow last week against the wishes of two of its owners, Lewis Katz and H.G. “Gerry” Lenfest, who’ve since sued him and who were just yesterday counter-sued by a third owner, George Norcross III—has himself filed a response to the action Lenfest and Katz filed against him.
Hall’s intent is to have the suit dismissed.
In a preliminary objection filed with the Philadelphia Court of Common Pleas, Hall and his attorneys argue, essentially, that:
Because Interstate General Media (the partnership that owns the Inquirer and the Daily News) is incorporated in Delaware, litigation about its internal affairs should be heard there (where Norcross's suit has been filed). There's also quite a bit about who's got the power to do what in the company's hydra-like management committee.
And around we go.
The email that accompanied the documents is below, as is the preliminary objection:
FYI, the attached documents were filed by Publisher Bob Hall in the
Philadelphia Court of Common Pleas today in response to the lawsuit
filed against Interstate General Media and Hall by minority
shareholders in IGM last week.
In today's filing, Hall seeks to have the Katz/Lenfest Complaint
dismissed on the following grounds (the key document is the
"Preliminary Objections" document):
1) Under Pennsylvania's Internal Affairs Doctrine, a foreign
corporation's internal affairs should be adjudicated in the State of
incorporation rather than in Pennsylvania. Here, IGM is a Delaware
corporation governed by Delaware law and the matter should be
adjudicated in Delaware.
2) The matter is improperly venued in Pennsylvania. IGM is a
Delaware corporation as is Katz' entity. Therefore, the most
appropriate venue is Delaware. Since there is already a matter pending
in Delaware, that State is the most appropriate venue.
3) The matter filed by Katz is really a derivative suit
against IGM. Since Katz did not make a demand for relief on the Board
of IGM before filing suit (a prerequisite to the filing of a
derivative action), the suit must be dismissed.
4) The matter filed by Katz/Lefest fails to state a claim
against Bob Hall. Hall is not a member of IGM and is not a member of
the Management Committee of IGM.
5) The Katz/ Lenfest suit fails to join an indispensable
party, that is, the other member of the Management Committee.
6) Lenfest lacks standing to bring suit since he is not a
member of the Management Committee. The suit really is only about the
provision governing the Management Committee.