IN RE USACAFES, L.P. LITIGATION

Civ. A. No. 11146.

600 A.2d 43 (1991)

In re USACAFES, L.P. LITIGATION.

Court of Chancery of Delaware, New Castle County.

Decided: June 7, 1991.


Attorney(s) appearing for the Case

Kevin Gross, of Morris, Rosenthal, Monhait & Gross, P.A., Wilmington (Robert M. Roseman and Robert G. Eisler, of Rudolph, Seidner, Goldstein, Rochestie & Salmon, P.C., Philadelphia, Pa., of counsel), Bruce E. Gerstein and Scott W. Fisher, of Garwin, Bronzaft, Gerstein & Fisher, New York City; Eugene A. Spector, and John F. Innelli, of Eugene A. Spector & Associates, Philadelphia, Pa., co-lead counsel; Elwood Simon, of Schlussel, Lifton, Simon, Rands, Galvin & Jackier, Southfield, Mich., Jules Brody, of Stull, Stull & Brody, Joseph H. Weiss, New York City, Barbara Podell, of Kohn, Savett, Klein & Graf, P.C., Philadelphia, Pa., Alvin J. Ivers, Harvey S. Kronfeld, Philadelphia, Pa., for plaintiffs.

John H. Small, Elizabeth M. McGeever and Ellisa R. Opstbaum, of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington (Jackson & Walker, Dallas, Tex., of counsel), for defendants Cafes One, L.P., Cafes General Partner, Inc., Sam Wyly, Charles J. Wyly, C. Jeffrey Rogers, B.B. Tuley, J.D. Francis and F. Jay Taylor.

Charles F. Richards, Jr. and Daniel A. Dreisbach, of Richards, Layton & Finger, Wilmington (Carey R. Ramos, Robert A. Atkins and Rick Antonoff, of Paul, Weiss, Rifkind, Wharton & Garrison, New York City, of counsel), for defendant Metsa, Inc.


OPINION

ALLEN, Chancellor.

These consolidated actions arise out of the October 1989 purchase by Metsa Acquisition Corp. of substantially all of the assets of USACafes, L.P., a Delaware limited partnership (the "Partnership") at a cash price of $72.6 million or $10.25 per unit. Plaintiffs are holders of limited partnership units. They bring these cases as class actions on behalf of all limited partnership unitholders except defendants. The relief sought includes...

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