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Business Assoctiations Keyed to Gabalson, 3rd Ed.
In re USACafes, L.P. Litigation
Citation:
600 A.2d 43 (1991)Facts
USACafes, L.P. was a Delaware limited partnership formed in a 1986 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 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). Plaintiffs alleged that the sale price was inadequate and that the directors of the General Partner received substantial personal benefits that induced them to approve the unfavorable sale. These alleged benefits included: (1) $11 million to the Wylys disguised as consideration for personal non-compete agreements; (2) $1.5 million to the General Partner for release of a purportedly non-existent claim; (3) loan forgiveness of $956,169 for one director and $229,701 for another; and (4) employment agreements with “change in control” payments for other directors. Plaintiffs claimed these payments constituted financial inducements to refrain from seeking higher offers and that some portion of these “side payments” should have gone to the Partnership.
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