Corporations Keyed to Hamilton
In re USACafes, L.P. Litigation
Plaintiffs brought a class actions suit on behalf of themselves and all other limited partnership unitholders (except for Defendants) alleging that Defendants breached a fiduciary duty owed Plaintiffs when Defendants sold Plaintiffs’ assets to an independent entity, Metsa Acquisition Corp (“Metsa”). Pursuant to the sale, Defendants were to receive certain “side payments,” totaling between $15-17 million, including so-called non-compete compensation and loan forgiveness. Plaintiffs argued that because of these side payments, Defendants failed to secure the best offer price from Metsa. In addition, Plaintiffs argued that even if Defendants had secured the best offer, a portion of the personal side payments should have been made directly to the Partnership. Defendants argued that although the General Partners owed a fiduciary duty to the limited partners, the individual directors’ fiduciary duties, as directors, were owed to the General Partner and its shareholders, and that Plaintiffs’ complaint should consequentially be dismissed for failure to state a claim.
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