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CYGNUS OPPORTUNITY v. WASHINGTON PRIME

C.A. No. 2022-0718-JTL.

302 A.3d 430 (2023)

CYGNUS OPPORTUNITY FUND, LLC, Cygnus Property Fund V, LLC, Cygnus Property Fund IV, LLC, Chand Karamchandani, Shami Karamchandani, Alex Keoleian, K-Bar Holdings, LLC, and Shikar Partab, Plaintiffs, v. WASHINGTON PRIME GROUP, LLC, Christopher Conlon, Mark Yale, Lisa Indest, Martin Reid, Jeff Johnson, Sujan Patel, Phillip L. Hawkins, and Strategic Value Partners, LLC, Defendants.

Court of Chancery of Delaware.

Date Decided: August 9, 2023.

Attorney(s) appearing for the Case

John M. Seaman , Matthew L. Miller , Peter C. Cirka , ABRAMS & BAYLISS LLP, Wilmington, Delaware; Counsel for Plaintiffs.

Brian M. Rostocki , Benjamin P. Chapple , and Justin M. Forcier , REED SMITH LLP, Wilmington, Delaware; William M. Regan and Allison M. Wuertz , HOGAN LOVELLS US LLP, New York, New York; Counsel for Defendants.

MEMORANDUM OPINION ADDRESSING MOTION TO DISMISS

The plaintiffs challenge a squeeze-out merger in which they were eliminated from a limited liability company by the company's controller and its board of managers (the "Squeeze-Out Merger"). The minority unitholders did not receive a vote on the Squeeze-Out Merger and did not...

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