R.S.M. INC. v. ALLIANCE CAPITAL MGMT.

Civ. A. No. 17449.

790 A.2d 478 (2001)

R.S.M. INC. and Mel Mohr, Trustee for the Irene Mohr Revocable Trust on behalf of themselves and all others similarly situated, Plaintiffs, v. ALLIANCE CAPITAL MANAGEMENT HOLDINGS L.P., Alliance Capital Management Corporation, Alliance Capital Management, L.P., Dave H. Williams, Bruce W. Calvert, Robert H. Joseph, Jr. and John D. Carifa, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: April 10, 2001.

Revised: November 8, 2001.


Attorney(s) appearing for the Case

Craig B. Smith, David A. Jenkins, and Joelle E. Polesky, of Smith, Katzenstein & Furlow, Wilmington; Stuart D. Wechsler, Frederick W. Gerkens, III, of Wechsler Harwood Halbian & Feffer, New York, New York, of counsel, for Plaintiffs.

Charles F. Richards, Jr., Srinivas M. Raju, J. Travis Laster, of Richards, Layton & Finger, Wilmington; Dennis Glazer, of Davis Polk & Wardwell, New York, New York; Leon P. Gold and Scott A. Eggers, of Proskauer Rose, New York, New York, of counsel, for Alliance Capital Management Holding, L.P., Alliance Capital Management Corporation, Alliance Capital Management L.P., Dave H. Williams, Bruce W. Calvert and John D. Carifa.


OPINION

STRINE, Vice Chancellor.

This action involves a challenge to the already-consummated reorganization of a limited partnership. The "Reorganization" separated the ownership of a single publicly traded limited partnership, Alliance Capital Management Holdings, L.P. ("Holdings") into two parts: Holdings and a new privately traded partnership, Alliance Capital Management L.P. ("Capital"). Holdings unitholders were given the option to convert their Holdings...

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