C O U R T O F C H A N C E R Y
OF THE
S TATE OF D ELAWARE
S C
T E P H E N P . LAMB
VICE-CHANCELLOR W I L M I N G T
March 3, 1999
Joseph A. Rosenthal, Esquire
Rosenthal, Monhait, Gross & Goddess, P.A.
Suite 1401, Mellon Bank Center
P-0. Box 1070
Wilmington, Delaware 19899-1070
Rodman Ward, Jr., Esquire
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899-636
Re: Waterside Partners v. C. Brewer & Co.,
C.A. No. 16121-NC
Dear Counsel:
The plaintiff alleges it is the owner of 1000 units of Mauna Loa
Macadamia Partners, L.P. ("Mauna Loa"), a Delaware limited partnership, the
limited partnership units of which are listed for trading on the New York Stock
Exchange. Plaintiff filed this action on January 2, 1998, challenging the terms
of an earlier announced proposed merger ("Merger Proposal") between Mauna
Loa and defendant C. Brewer Homes, Inc. ("Homes"). The Merger Proposal
was submitted to a vote of the Mauna Loa unitholders at a meeting held June 26,
SNIPPETS:
Wilmington, Delaware 19899-636
The plaintiff alleges it is the owner of 1000 units of Mauna Loa
Macadamia Partners, L.P., a Delaware limited partnership, the
Loa and defendant C. Brewer Homes,
was submitted to a vote of the Mauna Loa unitholders at a meeting held June 26,
Messrs.
Rosenthal and Ward
reasons, I deny the application.
The history of the litigation can be briefly stated.
In mid-March, the defendants furnished
plaintiff's counsel with a copy of the draft proxy statement.
with papers in support of the stay motion.
the Court was never called upon to render a decision
on the motion to stay and the plaintiff never obtained any discovery in the action.
prior to June 26, 1998, the date set for the meeting to vote on the Merger
the defeat of the proposal at $17.5 million or more.
Weinberger v. UOP, Inc., Del.
Supr., 562 A.2d 1162,
Fee shifting may also be ordered in cases rendered moot as the
Fund v. Takecare, Inc., Del.
that a successful proxy combatant may seek a court award of fees and expenses.
United Vanguard Fund, Inc. v.
because neither the litigation nor the solicitation can alone
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