IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ALPINE INVESTMENT PARTNERS, )
et al., >>
Plaintiffs, > CA. No. 19339-NC
>
V. 11
LJM2 CAPITAL MANAGEMENT, )
L.P., )>
Defendant >>
V. >>
LJM2 CO-INVESTMENT, L.P. and >
PARTNERSHIP SERVICES, LLC., >
Nominal Defendants.
OPINION
Date Submitted: February 8, 2002
Date Decided: March 14,2002
Date Revised: March 28, 2002
Michael P. Goldman, Peter J. Walsh, Jr. and Richard L. Renck, Esquires of
POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; and
Joseph M. McLaughlin and Michelle B. Cherende, Esquires of SIMPSON
THACHER & BARTLETT, New York, New York; Attorneys for Plaintiffs.
Craig B. Smith and David A. Jenkins, Esquires of SMITH, KATZENSTEIN
& FURLOW LLP, Wilmington, Delaware; Attorneys for Defendants.
Henry E. Gallagher, Jr. and Arthur G. Connolly, III, Esquires of
CONNOLLY BOVE LODGE & HUTZ, LLP, Wilmington, Delaware; and
Jeffrey Q. Smith and Susan F. DiCicco, Esquires of KING & SPALDING,
New York, New York; Attorneys for Nominal Defendants.
JACOBS, VICE CHANCELLOR
corrected page 3/28/02
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
ALPINE INVESTMENT PARTNERS,)
Nominal Defendants.
and Richard L. Renck, Esquires of POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; and
Craig B. Smith and David A. Jenkins, Esquires of SMITH, KATZENSTEIN & FURLOW LLP, Wilmington,
and Arthur G. Connolly, III, Esquires of CONNOLLY BOVE LODGE & HUTZ, LLP, Wilmington,
In this action, brought under 6 Del.
Delaware limited partnership ("LJM2" or "the Partnership"),
determination that they properly removed the defendant LJM2 Capital
Management, L.P. as the General Partner, and
installed Partnership Services, LLC as the new
in interest of the limited partners can remove the General Partner,
consents constituting the vote required to remove Capital Management were
Partnership Agreement were satisfied.
' In its First and Second Counterclaims, Capital Management seeks a declaration that it
If delivery was required, then in these
This is the Opinion of the Court deciding the merits of that issue.
Agreement contains no provision that requires that the Advisory Committee
January 4,2002, when attorneys in the New York office of Simpson Thacher
Agreement, quoted above, contains no such requirement, and Section 17302of the DRULPA
authority to make a determination of that kind, Capital Management says, is
triggers legal effectiveness is inherently not objectively verifiable.
Management's avoidance of those principles comes as no great surprise.
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