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Business Associations Keyed to Epstein, 5th Ed.
In re USACafes, L.P. Litigation
Citation:
600 A.2d 43 (1991)Facts
USACafes, L.P. was a Delaware limited partnership formed in 1986 through the reorganization of USACafes, Inc., a Nevada corporation. USACafes General Partner, Inc., a Delaware corporation, served as the general partner. Sam and Charles Wyly owned all stock of the General Partner, sat on its board, and personally owned 47% of the limited partnership units. In October 1989, Metsa Acquisition Corp. purchased substantially all assets of the Partnership for $72.6 million ($10.25 per unit). Limited partners alleged that the sale price was unfairly low because the directors of the General Partner received substantial side payments from Metsa, including $11 million to the Wylys for personal non-compete agreements, $1.5 million to the General Partner for release of a purportedly non-existent claim, loan forgiveness of approximately $1.2 million for two directors, and employment agreements with change-in-control payments for other directors. Plaintiffs claimed these payments (totaling $15-17 million) constituted inducements to approve the sale at a low price and that some portion of these payments should have gone to the Partnership.
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