LVS » Topics » Stockholder Derivative Litigation

This excerpt taken from the LVS 10-Q filed May 11, 2009.
Stockholder Derivative Litigation
 
On November 26, 2008, January 16, 2009 and February 6, 2009, various plaintiffs filed shareholder derivative actions on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel, William P. Weidner and Andrew Heyer, all of whom were current or former members of the Board of Directors at the time the suits were filed. The complaints all alleged, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008.
 
The parties in all three actions stipulated to the entry of an order consolidating their cases into a single proceeding now styled In re Las Vegas Sands Corp. Derivative Litigation. A consolidated amended complaint was filed on March 20, 2009, against the same defendants noted above. The substantive allegations of such complaint are similar to those of the original complaints. A motion to dismiss the consolidated amended complaint was filed on April 17, 2009. This motion, and any responses and replies thereto that may be filed, are expected to be argued in June or July 2009. As the Company is only a nominal defendant in this litigation, management believes the likelihood of a material loss, if any, to the Company is remote.
 
These excerpts taken from the LVS 10-K filed Mar 2, 2009.
Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the Directors and the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.


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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the Directors and the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.


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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the Directors and the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.


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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the
current members of the Board of Directors. The complaint
alleges, among other things, breaches of fiduciary duties in
connection with (a) the Company’s ongoing construction
and development projects and (b) the Company’s
securing debt and equity financing during 2008. A motion to
dismiss the complaint was filed in January 2009 on behalf of all
of the Directors and the Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel and Weidner, the current members of the Board of
Directors. The complaint raises the same claims as in the Breuer
action. The Hartmann action has been consolidated with the
Breuer action.





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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the
current members of the Board of Directors. The complaint
alleges, among other things, breaches of fiduciary duties in
connection with (a) the Company’s ongoing construction
and development projects and (b) the Company’s
securing debt and equity financing during 2008. A motion to
dismiss the complaint was filed in January 2009 on behalf of all
of the Directors and the Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel and Weidner, the current members of the Board of
Directors. The complaint raises the same claims as in the Breuer
action. The Hartmann action has been consolidated with the
Breuer action.





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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the
current members of the Board of Directors. The complaint
alleges, among other things, breaches of fiduciary duties in
connection with (a) the Company’s ongoing construction
and development projects and (b) the Company’s
securing debt and equity financing during 2008. A motion to
dismiss the complaint was filed in January 2009 on behalf of all
of the Directors and the Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel and Weidner, the current members of the Board of
Directors. The complaint raises the same claims as in the Breuer
action. The Hartmann action has been consolidated with the
Breuer action.





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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the
current members of the Board of Directors. The complaint
alleges, among other things, breaches of fiduciary duties in
connection with (a) the Company’s ongoing construction
and development projects and (b) the Company’s
securing debt and equity financing during 2008. A motion to
dismiss the complaint was filed in January 2009 on behalf of all
of the Directors and the Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel and Weidner, the current members of the Board of
Directors. The complaint raises the same claims as in the Breuer
action. The Hartmann action has been consolidated with the
Breuer action.





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On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the directors the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo,


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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.
 
On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the directors the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo,


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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.
 
On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder Derivative Litigation
 
On November 26, 2008, Shmyer Breuer and David Barfield filed a shareholder derivative action (the “Breuer action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel and William P. Weidner, the current members of the Board of Directors. The complaint alleges, among other things, breaches of fiduciary duties in connection with (a) the Company’s ongoing construction and development projects and (b) the Company’s securing debt and equity financing during 2008. A motion to dismiss the complaint was filed in January 2009 on behalf of all of the directors the Company.
 
On January 16, 2009, Caleb Hartmann filed a shareholder derivative action (the “Hartmann action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo,


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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Leven, Purcell, Siegel and Weidner, the current members of the Board of Directors. The complaint raises the same claims as in the Breuer action. The Hartmann action has been consolidated with the Breuer action.
 
On February 6, 2009, Frank Fosbre, Jr, filed a shareholder derivative action (the “Fosbre action”) on behalf of the Company in the District Court of Clark County, Nevada, against Messrs. Adelson, Chafetz, Forman, Koo, Leven, Purcell, Siegel, Weidner and Andrew Heyer, a former member of the Board of Directors. The complaint raises substantially the same claims as in the Breuer action and the Hartmann action. The Fosbre action is being consolidated with the Breuer action.
 
The plaintiffs in the consolidated Breuer, Hartmann and Fosbre actions have advised the Company that they will file a single amended and consolidated complaint in March 2009. The Company and the other defendants anticipate bringing a motion to dismiss that complaint.
 
Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the current
members of the Board of Directors. The complaint alleges, among
other things, breaches of fiduciary duties in connection with
(a) the Company’s ongoing construction and development
projects and (b) the Company’s securing debt and
equity financing during 2008. A motion to dismiss the complaint
was filed in January 2009 on behalf of all of the directors the
Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo,





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Table of Contents





 




LAS VEGAS
SANDS CORP. AND SUBSIDIARIES




 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 



Leven, Purcell, Siegel and Weidner, the current members of the
Board of Directors. The complaint raises the same claims as in
the Breuer action. The Hartmann action has been consolidated
with the Breuer action.


 



On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the current
members of the Board of Directors. The complaint alleges, among
other things, breaches of fiduciary duties in connection with
(a) the Company’s ongoing construction and development
projects and (b) the Company’s securing debt and
equity financing during 2008. A motion to dismiss the complaint
was filed in January 2009 on behalf of all of the directors the
Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo,





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Table of Contents





 




LAS VEGAS
SANDS CORP. AND SUBSIDIARIES




 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 



Leven, Purcell, Siegel and Weidner, the current members of the
Board of Directors. The complaint raises the same claims as in
the Breuer action. The Hartmann action has been consolidated
with the Breuer action.


 



On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the current
members of the Board of Directors. The complaint alleges, among
other things, breaches of fiduciary duties in connection with
(a) the Company’s ongoing construction and development
projects and (b) the Company’s securing debt and
equity financing during 2008. A motion to dismiss the complaint
was filed in January 2009 on behalf of all of the directors the
Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo,





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Table of Contents





 




LAS VEGAS
SANDS CORP. AND SUBSIDIARIES




 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 



Leven, Purcell, Siegel and Weidner, the current members of the
Board of Directors. The complaint raises the same claims as in
the Breuer action. The Hartmann action has been consolidated
with the Breuer action.


 



On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




Stockholder
Derivative Litigation



 



On November 26, 2008, Shmyer Breuer and David Barfield
filed a shareholder derivative action (the “Breuer
action”) on behalf of the Company in the District Court of
Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz,
Charles D. Forman, George P. Koo, Michael A. Leven, James L.
Purcell, Irwin A. Siegel and William P. Weidner, the current
members of the Board of Directors. The complaint alleges, among
other things, breaches of fiduciary duties in connection with
(a) the Company’s ongoing construction and development
projects and (b) the Company’s securing debt and
equity financing during 2008. A motion to dismiss the complaint
was filed in January 2009 on behalf of all of the directors the
Company.


 



On January 16, 2009, Caleb Hartmann filed a shareholder
derivative action (the “Hartmann action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo,





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Table of Contents





 




LAS VEGAS
SANDS CORP. AND SUBSIDIARIES




 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 



Leven, Purcell, Siegel and Weidner, the current members of the
Board of Directors. The complaint raises the same claims as in
the Breuer action. The Hartmann action has been consolidated
with the Breuer action.


 



On February 6, 2009, Frank Fosbre, Jr, filed a shareholder
derivative action (the “Fosbre action”) on behalf of
the Company in the District Court of Clark County, Nevada,
against Messrs. Adelson, Chafetz, Forman, Koo, Leven,
Purcell, Siegel, Weidner and Andrew Heyer, a former member of
the Board of Directors. The complaint raises substantially the
same claims as in the Breuer action and the Hartmann action. The
Fosbre action is being consolidated with the Breuer action.


 



The plaintiffs in the consolidated Breuer, Hartmann and Fosbre
actions have advised the Company that they will file a single
amended and consolidated complaint in March 2009. The Company
and the other defendants anticipate bringing a motion to dismiss
that complaint.


 




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