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Davis not to pursue collection of his costs and attorney's fees
from the SEC.
3. Orange Co. Litigation
In 1987 and 1988, Mr. Davis was involved in litigation
(Orange Co. litigation) with Stoneridge Resources, Inc.
(Stoneridge)--the successor to Orange Co. Mr. Davis and the
other directors of Orange Co. were ousted as the result of a
hostile proxy fight. The new management of Stoneridge alleged
breach of fiduciary duty and breach of contract by the former
officers/directors (including Mr. Davis) in connection with the
proxy fight and the transition of management in the company. Mr.
Davis was represented in the Orange Co. litigation regarding
these matters by the firm of Squire, Sanders & Dempsey.
Mr. Davis counterclaimed alleging (1) damages from breach of
certain contract rights and (2) unjust enrichment relating to the
conditions and benefits of his employment with Orange Co. These
additional claims included claims for: (1) Breach of options he
had to purchase company airplanes, (2) severance pay, (3)
continuation of health benefits, (4) vacation pay, and (5)
accrued salary through his date of termination. Mr. Davis
retained additional counsel (Laura Byrne) to litigate these
matters.
Mr. Davis also counterclaimed for indemnification for
attorney's fees arising from the Orange Co. litigation. Orange
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