At that meeting, Kortm stated that he and WAG were dissatisfied with the quality of WSI's financial reporting and its explanation for the variances, and took the position that more detailed explanations were required. That evidence concerns activities that were not the subject of any protest by or dispute with Magna, until WAG filed the Section 273 dissolution action. Once the shareholder demonstrates its entitlement to inspection, it must also show that the scope of the requested inspection is proper, i.e., that the books and records sought are essential and sufficient to the shareholder's stated purpose.14. There can be no waiver of a statutory right unless that waiver is clearly and affirmatively expressed in the relevant document.31. Together with our customers, we are actively shaping the mobility of today and tomorrow - with innovative roof systems for every need from autonomous driving to the convertible feeling. No. soft-touch electronic control. C. 220(c), which pertinently provides: Where the stockholder seeks to inspect the corporation's books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish (1) that such stockholder has complied with this section regarding the form and manner of making demand for inspection of such documents; and (2) that the inspection such stockholder seeks is for a proper purpose, Thus, unlike the case of a director seeking inspection, a stockholder who seeks inspection under 220 must prove by a preponderance of the evidence: (a) its compliance with the form and manner of making a demand specified in the statute, and (b) the propriety of its purpose for seeking inspection, i.e., that the purpose is reasonably related to its interest as a stockholder. II. 1964 Mk1 Mini Restoration S2 Ep12 - Webasto Sunroof Removal - YouTube 0:00 / 8:05 1964 Mk1 Mini Restoration S2 Ep12 - Webasto Sunroof Removal Matt Green 27.2K subscribers Dislike Share. It is a special bonding process in which the visible surface can be fully influenced. Magna (WSI) responds that the demand letter, and this action, are simply a part of WAG's exit strategy from the joint venture, and a strategem to enable WAG to obtain sensitive information that WAG will use competitively to WSI's disadvantage. (2)Has WAG shown that its stated valuation purpose is, in fact, its true purpose,? Webasto supplies factory sunroofs, and they were the only aftermarket sunroof manufacturer to also be an OEM. Regarding the inspection rights of a director, 220(d) provides that [a]ny director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the director's position as a director. Once the director makes a 220 demand that is refused, a prima facie showing of entitlement to the documents has been made and the burden shifts to the corporation to show why inspection should be denied or conditioned.10 As Vice Chancellor Lamb has stated, there is a presumption that a sitting director is entitled to unfettered access to the books and records of the corporation for which he sits and certainly is entitled to receive what the other directors are given.11. Nos. ( plus VAT and post & packing ) Rover Sunroof Seal 200 Series 28.32. The relationship between those two stockholders is antagonistic, and one of them (WAG) has filed a petition under Section 273 to dissolve the corporation. width. The classic pop-up sunroof is classically appealing with its modern design and ease of operation. Webasto Product North America, Inc. ("WPNA") has decided that a defect that relates to motor vehicle safety may exist in vehicles equipped with certain Hollandia 700 and 600 ("700/600") aftermarket (non-factory installed) sunroofs manufactured from 2002-2009 and all TVS 900 ("900") series aftermarket sunroofs. I conclude that the original demand, while not in the customary form, satisfied the requirements of 220(b). ** DISCONTINUED 2013 **. Price was fantastic and I could not ask for better service!!!! Reserved updated 2/22. The second was WSI's 1998 year end reported profits of only $2.1 million-a 90% downward variance from the $21 million in profits that WSI had previously budgeted. at 3 (Feb 1, 2000) (expressing the view that the right of a director of a Delaware corporation to inspect, have access to the books and records of the corporation, is quite broad. Webasto Technology for Aftermarket Applications As an global innovative systems partner, Webasto supplies almost all automobile manufacturers with panorama, sunroofs and convertible roofs, thermo systems and charging solutions together with battery systems for installation as original equipment in vehicles. Britax Sunhatch seal - Small 35.00. Energy efficient, environmentally conscious, quiet and compact to fit inside almost any RV. pre-owned Webasto, Hollandia, medium sized model with a wrap capable quick-fit trim bezel, multi-stop rollo shade and 5-button With the Roof Sensor Module, Webasto is helping to shape the future of autonomous driving and offers car manufacturers the opportunity to integrate sensors for autonomous driving functions while retaining their individual vehicle architecture. To avoid overburdening this already lengthy opinion, I address only the single argument that was not addressed in Section B(2) above. *On Orders Over $99; Not including: Hazardous, Oversize. (Discontinued) 3200 (300 C. LASSIC / D. ELUXE) 375mm x 749mm (14.8 x 29.5) 412mm x 782mm (16.2 x 30.8) (Discontinued) 3400 (300 C. LASSIC / D. ELUXE) 463mm x 800mm (18.2 x 31.5) 503mm x 842mm (19.8 x 33.2) (Discontinued) 3630 . That argument is untenable, both legally and factually. For a better experience, please enable JavaScript in your browser before proceeding. For over 35 years Arizona Sun Tops has been the choice of new car dealers due to our outstanding service and quality. Webasto, a pioneer in this field, installed the first solar roof in an Audi 80 Coup in 1989. at 2, 21-22. WEBASTO SOLAIRE 5300 AFTERMARKET PRE-OWNED SUNROOF GLASS PANEL S1598V5000AA; 1597WA0100AB. sunshade and integral automatic wind deflector. Our roofs are exclusively for original equipment by an automotive manufacturer. (#364071515243). The idea of the Multi Optional Roof is one vehicle interface with many roof variants, meaning that different roof systems can be fitted to one body-in-white variant. FUNSPORT Funsport N-Body*. 29. Features a composite frame, with curved Such activities may threaten competition with Magna, but not necessarily with WSI. The true respondent is Magna, the other 50% stockholder that controls WSI on a day-to-day basis and that is presently embroiled in this dispute with WAG. See, e.g., CM & M Group, Inc. v. Carroll, Del.Supr., 453 A.2d 788, 792-93 (1982); Helmsman Management, 525 A.2d at 165; Ostrow v. Bonney Forge Corp., Del. Webasto is where its customers are. 19. The material weighs 50 percent less than steel and offers 3D formability, distinctive acoustic and heat-insulating qualities. Hollandia 300 Series Electric Sunroofs by Webasto ** DISCONTINUED 2020 ** H312L (Emerald S) is a full size electric sunroof with a luxurious hard panel retractable sunshade and integral automatic wind deflector. Webasto Series 20 Marine Sunroof. MERCEDES C300 W204 SUNROOF WINDOW GLASS & MOTOR & SUN SHADE OEM 2008 - 2014 . These conditions may be observable for several months before complete glass-to-frame adhesion debonding can ultimately occur. at 5-6) (quoting Henshaw v. American Cement Corp., Del. The response to plaintiffs' demand letter of May 31, 1999 was signed by Atoma, as agent for WSI; moreover, WSI is represented in this proceeding by the same counsel that represents Magna in a pending proceeding filed by WAG to dissolve WSI pursuant to 8 Del. Fourth, WAG has excluded WSI from preparing quotations to develop new business from General Motors and Daimler Chrysler. Moreover, Magna's claim that WAG is engaged in a campaign to compete with, and thereby harm, WSI, is undercut by the fact that WAG's 50% stock interest in WSI represents 20% of WAG's revenues and 25% of its profits. 13270, 1994 WL 114807, Allen, C., Mem. Features H321L is the switch, full wrap interior and integral self storing cloth sunshade (roller Because I find that WAG's stated (valuation) purpose is bona fide, and determine the scope-of-inspection question on that basis, I do not reach or consider the issue relating to WAG's second purpose. 1997-2022 All Rights Only the sunroof manufacturer can help you get your sunroof repaired. Third, WAG is currently distributing and selling sunroof products (including lamella sunroofs) in North America. I am waiting delivery for my 2011 CC R Line. This prevents individual glass fragments from falling which reduces the risk of injuries. & Inalfa electric spoiler sunroofs are Second, WAG formed a new corporation (Webasto Roof and Body Systems of Lapeer, Michigan) to offer services, products, and engineering technology to its customers in North America. Although WSI (Magna) conceded Kortm's entitlement to inspect its books and records subject to the above conditions, in its post-trial brief WSI reneged on that concession by arguing that Kortm's stated purpose is not genuine and that his true purpose is both improper and adverse to WSI's interests. The market leader offers a suitable sunroof for every vehicle type and model: Webasto offers body-color sunroofs made of various materials, for instance polyurethane composites. Under any scenario WAG would have a need to value its investment to enable it to make an informed judgment about how much to bid for WSI's assets, or for Magna's WSI shares,24 or about the price at which WAG should sell its WSI shares. lighted switch and versatile quick-fit trim bezel (can be wrapped). Responsibility with a long-term view is one of Webastos five corporate values and has shaped its actions as a family-owned company since its foundation in 1901. with tight radius corners and curved leading edge, dark solar privacy glass, 465mm x 991mm (18.3 x 39.0) 503mm x 1029mm (19.8 x 40.5) (Discontinued) (Discontinued) No. As a family-owned company, WPNA takes safety seriously and is committed to helping you keep your family and community safe. or Best Offer. 2020 - no inventory available. The email address cannot be subscribed. None of these agents was shown to be engaging (or preparing to engage) in activities hostile to WSI. TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Stay up-to-date with FindLaw's newsletter for legal professionals. PX 6. In rare instances, conditions existing with the adhesive bond between the glass and metal frame in these affected Hollandia 700/600 and Hollandia TVS 900 series aftermarket (non-factory installed) sunroofs can increase the risk that the sunroof glass may completely debond from its frame. From large-area panorama roofs with versatile additional features, and classic sunroofs through to convertible roofs - we have the right solution for every vehicle range and model. I also conclude that Kortm is entitled to inspect all of the document categories described in the demand, and may disclose those documents to WAG, subject to certain conditions. Moreover, and subject to the above condition, any information obtained from the inspection shall be disclosed only to WAG personnel (other than employees or agents of Hollandia), and persons assisting the plaintiffs in the books and records inspection. Specifications were very accurate to insure I was ordering right one. Large sunroofs are also susceptible to breakage because the glass flexes when the vehicle drives over uneven pavement. tight radius corners and curved leading edge, dark solar privacy glass, lighted A very economical manual or electrical sliding roof for more light and fresh air on board.The roof is fully tested and preassembled including all necessary hardware allowing quick and easy installation. an entry level electric sunroof in a compact size. is a compact a 3-Year/36,000 mile Limited Warranty, DONMAR SKYROOF Electric Spoiler Sunroofs Ideal for compact cars and vehicles with shorter rooflines Tr. Tempered glass is made by heating and cooling a piece of standard glass in a tempering furnace. If a solar roof is installed for battery charging, a gasoline-powered vehicle emits an average of 3.8 g/km less CO2 while a diesel vehicle emits around 2.65 g/km less. 17171, Petition for Discontinuance of Corporation and Plan of Distribution; See DX 21. 17. We are a small family owned business that has been providing high quality replacement automotive parts since 2004! The polyeurethane serves both as a link between the various components and as construction material to form special geometries. dark tinted solar glass, lighted switch and full wrap interior. We will get in touch with you in a timely manner. a 3-Year/36,000 mile Limited Warranty. When Webasto roof modules leave the production line, they still have a long way to go before reaching customers, but Webasto leaves nothing to chance. Maker Unknown Date 4/23/1981. Well take a look and remove the review if it doesnt follow our guidelines. As a global market leader with a broad product portfolio, Webasto has a strong global network with customers, suppliers and colleagues. Webasto Marine Solutions provide reliable comfort year round. Tudor Webasto Sunroofs R&S Coachbuilts have ceased trading and we are pleased to announce that The Trimming Centre is now the sole distributor of Tudor Webasto coachbuilt sunroofs worldwide. at 1 (June 12, 1998) (citing Holdgreiwe v. The Nostalgia Network, Inc., Del. Series Spoiler sunroofs are backed by a 5-Year/50,000 mile Limited Warranty, Hollandia 300 Series Electric Sunroofs by Webasto, H312L (Emerald For that reason, in cases such as this, there should be a rebuttable presumption that the 50% shareholder's purpose for seeking inspection is valid. Solaire 3200 (Sport Spoiler) is Nothing contained in WSI (Magna's) post-trial brief alters that conclusion. Venus solar privacy glass, self-deploy wind deflector, full width integral English. With that exception, Magna's other evidence of competitive threat is speculative and unpersuasive. 28. Webasto exhibits roof module for autonomous driving at CES 2023, Webasto Makeathon: Students develop solutions for sensor integration in the roof, Webasto acquires Luxembourg glass specialist Carlex, Integration of sensors in the roof: Webasto and Bosch present prototype for autonomous driving, The electric future is now: Webasto in the new Lotus Eletre. Because the Court has already determined that Kortm is entitled to inspect the universe of books and records described in the demand and should not be restricted from disclosing those documents (or resulting information) to WAG, that determination obviates the need to determine whether the documents to be inspected are essential and sufficient to achieve WAG's purpose. 27/01/2022. Two full-featured electronic packages to position the glass in any desired configuration. Even assuming that Magna has voluntarily chosen not to exercise that control to grant itself complete access, Magna has the ability to do that whenever it chooses. Webasto solutions ensure a comfortable working climate both in the interior and cargo space, even without the engine running. The rigidity of the material makes it ideal for the production of outer covering parts with an area of more than two-square-meters. In this case that argument is, factually and legally incorrect. WSI (Magna) concedes that [t]hrough its designees on the board, WAG participates in decision making regarding the operation, strategy and financial condition of WSI. Def. 930 KB. Event 450QF is No. The agents Kortm anticipates using include lawyers, accountants, members of WAG's finance staff, and Horst Winter, who is a director of WSI. THE CONTENTIONS AND THE APPLICABLE LAW. composite frame with tight radius corners and curved leading edge, Venus glass, SKYROOF is a registered trademark of Under that Agreement, WAG is to provide technical support to WSI in accordance with certain license agreements, and Magna is to provide management services under a management agreement dated as of August 1, 1984 (Management Agreement).3 Under the Management Agreement, Magna has been exercising day-to-day control over WSI's operations, and is presently exercising control over WSI's position in this litigation.4 But, and as WSI (Magna) concedes in its brief, for the last fifteen years WAG, through its director-designees, has participate[d] in decision making regarding the operation, strategy and financial condition of WSI.5 The record shows that significant financial and other information has been routinely furnished to WAG and Magna. ** DISCONTINUED 2015 **. a full size luxury electric sunroof featuring Venus privacy glass, full wrap Stay up-to-date with how the law affects your life. 20th Century; Print, Photographic; City of Tempe Signage; Outstanding seller, first class service, lightning fast delivery, and the part worked like a charm!!! Features For example, integrated lighting elements and switchable glazing contribute to increased comfort and a feeling of spaciousness for passengers. soft-touch electronic control. Add To Cart. Venus solar privacy glass, self-deploy wind deflector, full width integral Low profile The requirements for roof systems are as varied as the vehicles themselves. Webasto Product North America, Inc. ("WPNA") has decided that a defect that relates to motor vehicle safety may exist in vehicles equipped with certain Hollandia 700 and 600 ("700/600") aftermarket (non-factory installed) sunroofs manufactured from 2002-2009 and all TVS 900 ("900") series aftermarket sunroofs. Nos. 3. The advantage for the manufacturer is obvious: more flexibility in vehicle development. Webasto is characterized by its state-of-the-art materials, technologies and processes, high quality standards, and the expertise of its employees. Thus, Webasto already offers roof systems for the electric future. PU foam encapsulation is used to merge mounted parts, such as screws and reinforcements, with a glass pane by using polyurethane material. The Hollandia 500 is totally unique inside and out with both panels working from the switch. Determining If You're Affected: The most recognizable components of the sunroofs affected are the switches and presence of a Webasto logo on the sunshade handle. Whether its openable or fixed, made of glass or textile, features integrated sensors or other functions, Webasto offers a range of roof features to accommodate any requirement. Webasto offers individual solutions suitable for all requirements and applications. See PX 41. A clear view of the sky, pleasant shading for sun protection or more privacy: Webasto is the pioneer among automotive suppliers for switchable glazing in panoramic roofs. complete range of electric spoiler sunroofs from the world's largest sunroof A stockholder's status as a competitor may limit the scope of, or require imposing conditions upon, inspection relief, but that status does not defeat the shareholder's legal entitlement to relief.28, Finally, WSI argues that the pendency of the Section 273 proceeding defeats WAG's inspection right. lighted switch and full wrap interior. As the global market leader for parking heaters, roof and convertible roof systems, Webasto is among the 100 largest suppliers to the automotive industry worldwide and employs more than 12,000 people. 3. Low profile vwvortex.com is not in any way affiliated with Volkswagen AG, VerticalScope Inc., 111 Peter Street, Suite 600, Toronto, Ontario, M5V 2H1, Canada. I conclude that they are not. Under cleanroom conditions, a highly tear-resistant polyethylene terephthalate (PET) film is applied to the inside of curved single-pane safety glass (ESG). same sunroof, with a wrap capable quick-fit trim bezel, multi-stop rollo shade and 5-button Magna's insistence that Kortm not disclose any information obtained as a result of the inspection to other third parties including other potential competitors, is not unreasonable on its face. We distribute Car and Truck sunroofs to a worldwide network of country distributors and car manufacturers. full size electric sunroof with a generous 10.5 inch opening. The core of polyurethane composites consists of paper honeycombs coated with a mixture of polyurethane and reinforcing fibers. A clear view of the sky and fresh air on demand? Event 450OE is The second page of the notarization recites: I hereby certify that this document was signed in my Presence by Mr. Franz-Josef Kortm, of Kraillinger Strae 5, D-82131 Stockdorf, identified by his official identity card18, On its face the quoted acknowledgment appears to conform to the requirement that the demand be under oath. If you are on the road in your car, you want to experience maximum comfort. WAG is a 50% stockholder in a joint venture corporation owned by only one other 50% stockholder. See Hintmann v. Fred Weber, Inc., Del. Send us a message via our contact form and we will get in touch with you. As part of its product portfolio, Webasto offers roof systems for electric cars and autonomous driving, as well as solar power solutions. During the trial I found that the argument had no merit. Fifth, and most important, on May 19, 1999, WAG filed an action in this Court under 8 Del. Event 300QF is On its face the notarization of Mr. Kortm's signature on the demand shows that the demand was under oath. The notarization recites as follows: Subscribed and sworn to me the undersigned Dr. Eberhard Hatzelmann, Richter am Oberlandesgericht a. D., amtlich besteller Vertreter von Dr. Helmut Gbhard, Notar in Starnberg, this 28th day of May 1999. Counsel for the parties shall confer and submit a form of order implementing the rulings made herein. The protective function of Webastos ProTec Glass enables the use of very thin (less than 3 millimeters) glass, making the panes lighter than other counterparts. installed. In its PU Competence Center, Webasto draws on decades of experience and consolidates its knowledge about polyurethane foaming to ensure all Webasto plants have access to this comprehensive knowledge. Discover the wide range of Webasto solutions engineeredspecifically to withstand the harsh environment of the off-highway market. When a minority stockholder in a closely held corporation whose stock is not publicly traded needs to value his or her own shares in order to decide whether to sell them [and if so, for how much], normally the only way to accomplish that is by examining the appropriate corporate books and records.