EXHIBIT G
Isaac M. Neuberger
From: Isaac M. Neuberger
Sent: Monday, August 30, 2004 1:49 PM
To: Pamela Jarvis
Cc: Thomas M. Wood
Subject: RE: Applicability of Delaware Law
I FULLY APPRECIATE SHAMROCK'S DESIRE TO USE A DELAWARE MEDIATION PROCESS.
PLEASE CONSIDER THE SITUATION FROM THE Bs PERSPECTIVE.
THEY FEEL THAT THE SITUATION WE NOW FACE, A TOTAL WRITE OFF, IS A DIRECT AND PROXIMATE
RESULT OF A DECISION THAT SHAMROCK MADE, IN ITS OWN SELF INTEREST, TO "SHED" ITSELF OF THE
WHAT IT PERCEIVED WAS TOO HEAVY A BURDEN IN RUNNING ALH, DAY TO DAY. THIS WAS NOT AN ALH
DECISION. QUITE FRANKLY, THE BOWDEN LITIGATION WAS AN IRRITANT TO BE SURE, BUT IT COULD
NOT AND SHOULD NOT HAVE BEEN THE CATALYST FOR DISMEMBERING ALH. WHETHER GEO. BUCHLER AND
GENE KRIEGER WANT TO RECALL, I HAD SUGGESTED THAT WE BUY THE ASSETS OF BOWDEN FOR THEIR
FMV AND LEAVE THE OLD BOWDEN ENTITY WITH A NOTE. HENCE, THE ISSUE FOR A TRIER OF FACT, TO
DETERMINE, IS WHETHER WHAT HAPPENED HERE WAS A BREACH OF THE FIDUCIARY DUTY THAT THE
INDIVIDUAL DIRECTORS AND SHAMROCK OWED TO THE Bs OR NOT.
DISCOVERY IS CRITICAL TO THIS TYPE OF FACTUAL BASED DETERMINATION, HENCE WE NEED TO KNOW
THE EXTENT OF DISCOVERY THAT SHAMROCK AND THE INDIVIDUAL DIRECTORS WILL AGREE TO
--——— Original Message ----—
From: Pamela Jarvis [mailto:[email protected]]
Sent: Monday, August 30, 2004 8:57 AM
To: Isaac M. Neuberger
Cc: Thomas M. Wood
Subject: Re: Applicability of Delaware Law
Dear Isaac:
In addition to confirming that Delaware law governs, Section 10.2 would weigh in favor of
Delaware as the appropriate forum.
The "suggestion of a $3 Million payment to the As," referred to in your 12/22/O2 email,
implied a payment to Shamrock less than $2 million. Even assuming, for the sake of
argument, that if this "suggestion" constituted a written offer, it would not be a written
offer to pay more than $2 million for Shamrock's interest in ALH. You assert that the
December 2002 emails attached to your present email "were followed by face to face
discussions, where the Bs discussed going as high as $7MM," but you have provided no
documentation of such meetings or any offer —- written or otherwise -— of $7 million. When
and where did these "face to face discussions" occur, and who were the participants? The
Shamrock people have no recollection of such meetings, or, indeed, any face to face
discussion with any of your clients (other than Mr. Arenson) on any subject relating to
ALH. In any event, the fact that the parties did not agree on a buy—out price ~— at
whatever level -— is hardly evidence of "bad faith" on Shamrock's part.
The Delaware mediation process (like all other mediation processes I am aware of) does not
provide for formal discovery, but the parties could of course agree to exchange whatever
information they want to. Also, participation in the mediation would not affect the
parties' ability to obtain discovery in future litigation, if any.
Sincerely,
Pamela Jarvis
Pamela Jarvis
Gregory P. Joseph Law Offices LLC
805 Third Avenue, 31st Floor
New York, New York 10022
Tel: 2l2.407.l25O
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Case1:04-cv—01339-SLR Document41-8 Filed 06/03/2005 Page20f2
Fax: 212.407.1278
----- Original Message ——-——
From: Isaac M. Neuberger
T0: Pamela Jarvis
CC: Thomas M. Wood
Sent: Fri Aug 27 13:04:23 2004
Subject: RE: Applicability of Delaware Law
We are aware of this provision...it does NOT prevent the filing of a suit in North
Carolina, does it?
As to George's unfortunate "lying through your teeth" comment, I am attaching the original
set of e-mails, that reflect his deliberate "bad faith"...these e—mails were followed by
face to face discussions, where the Bs discussed going as high as $7 MM.
Since it appears that Shamrock is unwilling to see its way clear towards an acceptable
resolution, I suspect that much of this will be the subject of discovery.
As we consider the alternatives, if we were to agree to the Delaware Mediation that you
proposed, would we be afforded the same discovery that we would be entitled if we proceed
in a different forum.
From: Pamela Jarvis [mailto:[email protected]]
Sent: Friday, August 27, 2004 11:49 AM
To: Isaac M. Neuberger
Cc: Thomas M. Wood
Subject: Applicability of Delaware Law
It occurred to me that you might not be aware that Section 10.2 of the ALH Holdings LLC
Operating Agreement provides that "All questions concerning the construction, validity and
interpretation of this Agreement and the performance of the obligations imposed by this
Agreement shall be governed by the internal law, not the law of conflicts, of the State of
Delaware."
Pamela Jarvis
Gregory P. Joseph Law Offices LLC
805 Third Avenue, 31st Floor
New York, NY 10022
Tel: 212-407-1250
Fax: 212-407-1278
[email protected]
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