Legal Proceedings
−Removed: On March 29, 2019, a purported stockholder of the Company filed a complaint in the Court of Chancery of the State of Delaware (the “Court”), derivatively on behalf of the Company (the “Action”), against certain directors of the Company who are members of the Dolan family group and against the directors of the Company who are members of the Compensation Committee (collectively, the “Director Defendants”).
−Removed: The Company is also named as a nominal defendant in the complaint.
−Removed: The complaint alleges that the Director Defendants breached their fiduciary duties to the Company’s stockholders in approving the 2016 and 2018 compensation packages for James L.
−Removed: Dolan in his capacity as the Executive Chairman and Chief Executive Officer of the Company.
−Removed: The complaint seeks monetary damages in an unspecified amount from the Director Defendants in favor of the Company;
−Removed: rescission of Mr.
−Removed: Dolan’s employment agreements;
−Removed: restitution and disgorgement by Mr.
−Removed: Dolan in respect of his compensation;
−Removed: and costs and disbursements for the plaintiff.
−Removed: On June 5, 2019, the Board formed a Special Litigation Committee (the “SLC”) to investigate the claims made by the plaintiff and to determine the Company’s response thereto.
−Removed: On June 18, 2020, as a result of arm’s-length negotiations among the SLC, the plaintiff, and the Director Defendants, and their respective counsel, such parties and the Company and MSG Entertainment entered into an agreement to settle the Action (the “Settlement”) and filed the Settlement with the Court.
−Removed: The SLC believes that the Settlement is in the best interests of the Company and its stockholders, including by eliminating the distraction, burden, delay and expense of litigation.
−Removed: Upon the Settlement becoming effective, Mr.
−Removed: Dolan has agreed to voluntarily relinquish certain one-time equity awards granted to Mr.
−Removed: Dolan by the Company and MSG Entertainment pursuant to his 2018 employment agreement, and the related award agreements will be canceled.
−Removed: The Settlement also provides that (i) no future decision by the Company or MSG Entertainment, as applicable, concerning Mr.
−Removed: Dolan’s compensation will reinstate or recompense Mr.
−Removed: Dolan for the canceled awards or the exclusion from Mr.
−Removed: Dolan’s employment agreements of the terms set forth in Annex B to his 2018 employment agreement (which had provided Mr.
−Removed: Dolan with certain rights in the event of his termination of employment with MSG Networks Inc.), and (ii) as applicable, in connection with any negotiations with Mr.
−Removed: Dolan regarding his compensation, the Board of Directors or the Compensation Committee of each of the Company and MSG Entertainment will retain independent legal counsel and will continue to retain an independent compensation consultant.
−Removed: As part of the Settlement, the plaintiff will withdraw all of the allegations made in the Action upon the Settlement becoming effective.
−Removed: The parties agreed that the Settlement is not a presumption, concession, or admission by any of the parties of any fault, liability, or wrongdoing, or of any infirmity or weakness of any claim or defense.
−Removed: If the Court approves the Settlement, it will issue a Final Judgment and Order of Dismissal that will dismiss the Action with prejudice and release claims relating to the Action.
−Removed: The Settlement will become effective on the date on which the Final Judgment and Order of Dismissal becomes final.
The Company is a defendant in various lawsuits.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.