The Haynes Family Trust

Summary

The Supreme Court of Delaware affirmed the dismissal of limited-partnership unitholders' claims challenging the fairness of a going-private transaction. It held that the limited partnership agreement governed the unitholders' rights, and that the general partner's compliance with the agreement's contractual approval procedures conclusively established the transaction's fairness. The court also rejected efforts to impose fiduciary duties inconsistent with the agreement merely because an approval committee considered the transaction's fairness.