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MINNESOTA INVCO v. MIDWEST WIRELESS

C.A. No. 1887-N.

903 A.2d 786 (2006)

MINNESOTA INVCO OF RSA # 7, INC., Minnesota INVCO of RSA # 8, Inc., Minnesota INVCO of RSA # 9, Inc., Minnesota INVCO of RSA # 10, Inc., and United States Cellular Corporation, Plaintiffs, v. MIDWEST WIRELESS HOLDINGS LLC, Midwest Wireless Communications LLC, Dennis E. Miller, Dennis Findley and Bill D. Otis, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: June 7, 2006.

Attorney(s) appearing for the Case

Gregory P. Williams, Esquire, Catherine G. Dearlove, Esquire, Richards Layton & Finger, P.A., Wilmington, Delaware; Richard J. O'Brien, Esquire, David B. Johnson, Esquire, Danielle J. Carter, Esquire, Sidley Austin LLP, Chicago, Illinois, Attorneys for the Plaintiffs.

P. Clarkson Collins, Jr., Esquire, Lewis H. Lazarus, Esquire, Patricia R. Uhlenbrock, Esquire, Morris James Hitchens & Williams LLP, Wilmington, Delaware; James G. Bullard, Esquire, Nancy A. Wiltgen, Esquire, Leonard Street and Deinard, PA, Minneapolis, Minnesota, Attorneys for the Defendants.

OPINION

LAMB, Vice Chancellor.

Minority interest holders of a Delaware limited liability company seek specific performance of a right of first refusal contained in the LLC's operating agreement which, they claim, prohibits the sale of the parent company to a third party without first offering them the right to purchase the parent company's interest in the LLC. The defendants respond that the claimed right of first refusal conflicts with the "drag...

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