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SUMMARY
OF THE ACTION
1. This is an action by owners of common stock of Crowley Maritime
Corporation ("Crowley" or "the Company") challenging the conduct
of the Board of
Directors of Crowley in adopting a policy and taking actions for
the purpose of
perpetuating the control of the Crowley family over the Company in
violation of
their
duties to the Company and all of its stockholders. Over the years
the
Company's Board of Directors, which is dominated and controlled by
the Crowley
family
(who collectively own or control approximately 65% of the voting
stock of
the
Company), have engaged in a series of transactions designed to
perpetuate
and/or
to enhance the Crowley family's control, to limit the information
available to the Company's public stockholders and to operate the
Company in a
manner
reflective of a closely-held family corporation and not a
corporation
with
unaffiliated public stockholders.
2. The Board under the policy of perpetuating control of the
Crowley
family
has abandoned all pretense of fairness to the public stockholders
and has
provided
millions of dollars of gifts to the Crowley family for the purpose
of
providing them funds to pay anticipated estate taxes. These gifts
are not
compensation for Defendant Crowley as Chairman of the Board and
Chief-Executive
Officer
but are in addition to his annual compensation of about
$1,000,000.
3. This action seeks to have this Court declare that this
corporate
policy
of perpetuating the controlling stockholders' control is a
violation of
the
fiduciary duties of the defendants and contrary to Delaware law.
The action
further
seeks compensation for the damages caused as a result of the
actions
taken
in furtherance of that corporate policy.
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