ANGELO, GORDON & CO. v. ALLIED RISER

Civ.A. No. 19298.

822 A.2d 1065 (2002)

ANGELO, GORDON & CO., L.P., JMG Capital Partners, LLC, Sagamore Hill Hub Fund, Ltd., JMG Triton Offshore Fund, Ltd., Peninsula Capital Advisors, LLC, Guardfish, LLC, and Anda Partnership, Plaintiffs, v. ALLIED RISER COMMUNICATIONS CORPORATION, a Delaware corporation, Gerald K. Dinsmore, R. David Spreng, Donald Lynch, and Blair P. Whitaker, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: November 7, 2002.

Revised June 6, 2003.


Attorney(s) appearing for the Case

Donald J. Wolfe, Jr., Kevin R. Shannon, Potter Anderson & Corroon, Wilmington; and Dale C. Christensen, Jr., John J. Galban, Seward & Kissel, LLP, New York City, for Plaintiffs.

Allen M. Terrell, Jr., Thad J. Bracegirdle, Richards, Layton & Finger, Wilmington; and Geoffrey S. Stewart, Daniel H. Bromberg, Jones, Day, Reavis & Pogue, Washington, D.C., for Defendants.


OPINION AND ORDER

LAMB, Vice Chancellor.

I.

An indenture governs an issuance of convertible subordinated notes. In the event of a "change of control" of the issuer, a Delaware corporation, the indenture obligates the issuer to repurchase the notes at face value. The pending cross-motions for summary judgment require the court to determine whether a "change of control" resulted from a recent merger...

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