Wenzel v. Knight et al
MEMORANDUM OPINION. Signed by District Judge John A. Gibney, Jr. on 1/14/15. (jtho, )
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
DOROTHY WENZEL, on behalf of
herself and all others similarly situated,
Civil Case No. 3:14-cv-432
GLADE M. KNIGHT, et al.,
Two companies instituted programs through which their shareholders could reinvest their
dividends in the company and receive additional shares. Dorothy Wenzel, a shareholder of one
of those companies, brings this putative class action and alleges that the directors, managers, and
advisors of those companies knew the price they charged for shares far exceeded their fair
market value. She asks the Court to find that the directors and managers breached their fiduciary
duties to shareholders and that the advisors hired to operate the companies aided and abetted
those breaches while also negligently overvaluing the shares. The defendants filed this motion to
dismiss under Federal Rule of Civil Procedure 12(b)(6).
Wenzel brings three counts. Count I alleges a class claim against the Directors and
Managers for breach of the fiduciary duty of care and loyalty to the A7 and A8 shareholders.
Count I also includes a separate claim against A7 and A8's advisors, who Wenzel alleges aideed
and abetted the fiduciary breach.
Count II alleges a class claim against the Directors and
Managers for breach of the fiduciary duty of loyalty and candor in the issuance of false and
misleading materials to A7 and A8 shareholders. Finally, Count III alleges a claim against the
three entities hired to advise A7 and AS for negligence and gross negligence.
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