Allen v. Encore Energy Partners, L.P., et al.
Annotate this CaseThe Court of Chancery dismissed a class action complaint that objected to the merger of a limited partnership with its general partner's controller. The plaintiff-limited partner's complaint alleged that the general partner (its controller) and its directors took actions during and preceding the merger negotiations that breached the contractual duties the partnership agreement. Upon review, the Supreme Court concluded that the plaintiff's allegations that the independent directors failed to negotiate effectively did not permit a reasonable inference that the independent directors breached their duty to act with subjective good faith. Therefore the Supreme Court affirmed dismissal of the complaint.
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