Gotham Partners, L.P. v. Hallwood Realty Partners, L.P.

OPINION

STRINE, Vice Chancellor.

In this case, plaintiff Gotham Partners challenged a series of transactions (the “Challenged Transactions”) involving Hall-wood Realty Partners, L.P. (the “Partnership”), a limited partnership whose units trade on the American Stock Exchange. Those Transactions resulted in the acquisition of more units in the Partnership by the parent corporation of the Partnership’s general partner. Those units solidified the general partner’s control because the Partnership Agreement requires a two-thirds vote to remove the general partner (the “Two-Thirds Removal Provision”).

I…