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GOTHAM PARTNERS v. HALLWOOD REALTY PARTNERS

Civil Action No. 15754.

795 A.2d 1 (2001)

GOTHAM PARTNERS, L.P., a New York Limited Partnership, Plaintiff, v. HALLWOOD REALTY PARTNERS, L.P., Hallwood Realty Corporation, and the Hallwood Group Incorporated, Anthony J. Gumbiner, Brian M. Troup, William L. Guzzetti, Alan G. Crisp, William F. Forsyth, Edward T. Story, and Udo H. Walther, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: July 18, 2001.

Corrected: August 1, 2001.

Attorney(s) appearing for the Case

Edward M. McNally, Esquire, of Morris, James, Hitchens & Williams, Wilmington, Delaware; of Counsel: Philip H. Schaeffer, Dwight A. Healy, Karen M. Asner, David G. Hille, Esquires, of White & Case, New York, New York, Attorneys for Plaintiff.

Michael D. Goldman, Stephen C. Norman, and Matthew E. Fischer, Esquires, of Potter Anderson & Corroon, Wilmington, Delaware; Attorneys for Defendants Hallwood Realty Corporation, The Hallwood Group Incorporated, Anthony J. Gumbiner, Brian M. Troup, and William L. Guzzetti.

Elizabeth M. McGeever, Esquire, of Prickett, Jones & Elliott, Wilmington, Delaware, Attorneys for Defendants Hallwood Realty Partners, L.P.

OPINION

STRINE, Vice Chancellor.

Plaintiff Gotham Partners, L.P. brought this action challenging the following transactions consummated by nominal defendant Hallwood Realty Partners, L.P. (the "Partnership"). Through action by the Partnership's "General Partner," defendant Hallwood Realty Corporation, the Partnership executed:

• The "Reverse Split" — A March 1995 five-to-one reverse unit...

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