Wininger
Wininger v. SI Management L.P.
Opinion
Lead Opinion
Lay, J.
These appeals arise from a class action relating to Synthetic Industries, L.P. (the Partnership), a limited partnership formed to own the capital stock of Synthetic Industries, Inc. (the Company). 1 The dispute relates primarily to attorneys’ fees awarded by the district court to the Plaintiff class and to the class members objecting to those fees. The appeal was initiated by the objectors.
In 1993, the Company’s directors and officers acquired the Partnership’s general partner and at all times relevant to this case, the general partner of the partnership and the management of the Company were the same. In August 1996, the general partner sent the limited partners notice of a plan to liquidate the Partnership’s common stock in the Company through an initial public offering (the 1996 Plan). Plaintiffs’ counsel, on behalf of certain limited partners, sent a letter objecting to the proposed sale and undertook efforts to *1118 comply with the partnership agreement’s procedures for calling a meeting to vote on the 1996 Plan. After complying with those procedures and obtaining signed meeting request forms from nearly a third of the approximately 1900 limited partners,…