Business Associations Keyed to Hamilton
In re USACafes, L.P.
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USACafes, L.P. (Defendant) was formed after the reorganization of a Nevada corporation, which included the creation of a general partner that was also named as a defendant in this case. Metsa Acquisition Corp. (Metsa) moved to purchase substantially all of the assets of USACafes (Defendant), which triggered a breach of the duty of loyalty action against USACafes (Defendant) by the holders (Plaintiff) of the limited partnership. The holders (Plaintiff) alleged that the sale of assets took place at a price favorable to Metsa, and that the directors of USACafes’ (Defendant) general partner received significant sie payments. Also, the holders (Plaintiff) claimed that the directors of USACafes’ (Defendant) general partner were not adequately informed to make a valid business judgment on the sale. Finally, the holders (Plaintiff) asserted a breach of duty claim on behalf of the shareholders of the original Nevada corporation based on the original shareholders’ belief that a sale of substantially all the assets of the reorganized corporation required an affirmative majority vote by all the shareholders. In amending its complaint to include this assertion, the holders (Plaintiff) requested judicial recognition of the right to vote on the Metsa transaction, or a rescission of the transaction.
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