The Fee Complaint seeks, among other things, a declaration that the matter is properly maintainable as a class action, and an injunction prohibiting consummation of the merger until "an appropriate amount of the merger proceeds" is set aside for a future award of attorneys' fees.
Plaintiffs' counsel also sought by motion a temporary restraining order to enjoin the distribution of $10,595,200 of the proceeds of the tender offer so that funds remain available to be used to pay an award of attorneys' fees.
At the proceeding, the Chancery Court granted Plaintiffs a temporary injunction requiring that $1,000,000 be withheld of the tender offer proceeds and indicated that a further hearing would be scheduled to determine whether Plaintiffs' counsel are entitled to receive any of such withheld amount.
In determining said amount, the Court rejected Plaintiffs' contention that fees should be awarded as a percentage of tender offer proceeds and stated that any award would be on the basis of quantum meruit, or "as much as deserved," rather than as a percentage of the tender offer proceeds.
In the event that an amount less than $1,000,000 is awarded to Plaintiffs' counsel, an additional distribution to shareholders could be made following further proceedings.
The Court reserved decision on whether the shareholder defendants (certain officers and directors of the Company, including Robert M Goodfriend) will be excluded from contribution to any fee award as a matter of law because they have been separately represented in the action.
Goody's, headquartered in Knoxville, Tennessee, is a retailer of moderately priced family apparel, and with the temporary closure of one store due to hurricane damage, currently operates 381 stores in the 21 states.
Goody's Family Clothing Inc
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