Lionel Z. Glancy, on behalf of himself and all others similarly situated v. Taubman Centers, Inc.

1
RECOMMENDED FOR FULL-TEXT PUBLICATION
Pursuant to Sixth Circuit Rule 206
ELECTRONIC CITATION: 2004 FED App. 0179P (6th Cir.)
File Name: 04a0179p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
_________
LIONEL Z. GLANCY, on behalf
of himself and all others
similarly situated,
Plaintiff-Appellant,
v.
TAUBMAN CENTERS, INC.;
ROBERT S. TAUBMAN; LISA A.
PAYNE; GRAHAM T. ALLISON;
PETER KARMANOS, JR.;
WILLIAM S. TAUBMAN;
ALLAN J. BLOOSTEIN; JEROME
A. CHAZEN; S. PARKER
GILBERT,
Defendants-Appellees.
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No. 03-1609
Appeal from the United States District Court
for the Eastern District of Michigan at Detroit.
No. 02-75120—Victoria A. Roberts, District Judge.
Argued: October 28, 2003
Decided and Filed: June 16, 2004
Before: RYAN, MOORE, and ROGERS, Circuit Judges.
2 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
_________________
COUNSEL
ARGUED: Steven G. Schulman, MILBERG, WEISS,
BERSHAD & SCHULMAN, New York, New York, for
Appellant. Matthew F. Leitman, MIRO, WEINER &
KRAMER, Bloomfield Hills, Michigan, for Appellees.
ON BRIEF: Steven G. Schulman, MILBERG, WEISS,
BERSHAD & SCHULMAN, New York, New York, Marc L.
Newman, MILLER & SHEA, Troy, Michigan, for Appellant.
Matthew F. Leitman, Joseph Aviv, Bruce L. Segal, MIRO,
WEINER & KRAMER, Bloomfield Hills, Michigan, I. W.
Winsten, Raymond W. Henney, HONIGMAN, MILLER,
SCHWARTZ & COHN, Detroit, Michigan, for Appellees.
MOORE, J., delivered the opinion of the court. ROGERS,
J. (p. 36), delivered a separate opinion concurring in the
judgment and in Judge Moore’s opinion, except as to part
II.C.2. RYAN, J. (pp. 37-39), delivered a separate opinion
concurring in part and dissenting in part.
_________________
OPINION
_________________
KAREN NELSON MOORE, Circuit Judge. Litigation
stemming from the attempted, but failed, takeover of
Defendant-Appellee Taubman Centers, Inc. (“TCI”) by
Simon Property Group, Inc. (“SPG”) gives rise to this appeal.
Plaintiff-Appellant Lionel Z. Glancy (“Glancy”), a California
citizen, filed an action, containing class and shareholder-
derivative claims, against Defendants-Appellees TCI and
various members of the TCI Board of Directors (“TCI Board”
or “Board”), alleging that TCI’s opposition to SPG’s tender
offer was a breach of the fiduciary duties of the TCI Board.
The district court dismissed the action, ruling that because
complete diversity of parties did not exist the district court did

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 3
not have subject matter jurisdiction over the case. The district
court reached this conclusion because it ruled that an absent
partnership, which owned a sizeable portion of TCI shares,
had an interest in the litigation that would be impeded or
impaired by a disposition in its absence but could not be
joined as a defendant because two general partners were
citizens of the same state as plaintiff Glancy. On appeal, the
question is whether that absentee partnership is an
indispensable party pursuant to Federal Rule of Civil
Procedure 19(b) such that the action must be dismissed rather
than proceed in the partnership’s absence. For the following
reasons, we VACATE the district court’s judgment and
REMAND the case back to the district court for further
proceedings.
I. BACKGROUND
As an initial caveat, we note that the following rendition of
facts is based upon our reading of the documents compiled by
the parties at an early stage of the litigation. The district court
upon remand may receive additional factual and evidentiary
materials that may appropriately lead to different factual
conclusions. The organization of TCI, its affiliated
partnerships, and the enterprises of the Taubman family is
complex and laden with acronyms. TCI is a publicly traded
corporation that was incorporated in Michigan in 1973 and
that has its principal place of business in Michigan. TCI is
organized as a corporate Real Estate Investment Trust
(“REIT”), which is “a legal entity that holds real estate
interests and, through its payment of dividends, is able to
reduce or avoid incurring Federal income tax at the corporate
level, allowing shareholders to participate in real estate
investments without the double taxation of income . . . .”
Joint Appendix (“J.A.”) at 512 (TCI Initial Public Offering
Prospectus, 11/20/92). TCI’s sole asset is a partial ownership
stake in Taubman Realty Group Limited Partnership
(“TRG”), which owns, operates, manages, leases, and
develops shopping centers around the country. A. Alfred
Taubman, along with several members of his family, formed
4 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
1After the restructuring, the GM Trusts contro lled 44.0% of TRG ’s
units and the “Taubman Group,” which included various members of the
Taubman family (Alfred A. Taubm an, Robert Taubm an, W illiam
Taubman, and Gayle Taubman Kalisman) and TG Partners Limited
Partnership (“TG Partners”), controlled 22.9% of TRG’s units (TG
Partners controlled 5.2% of TRG ’s units, the remainder of the Taubman
group controlled 17.7% of TRG’s units). Joint Appendix (“J.A.”) at 517
(TCI Initial Public Offering Prospectus, 11/20/92).
2The GM Trusts owned 19.8% of TCI’s outstanding shares, the
AT&T Trust controlled 13.7%, and the Taubman Group controlled a 0.6%
stake. J.A. at 517. The combination of the GM Trusts’ holdings of TCI
shares and their control of 44.0% of TRG ’s units left them with direct and
indirect ownership of 50.5 % o f TRG ’s units.
TRG in 1985, to consolidate their various shopping center
interests in a single partnership. Interests in TRG were
parceled out in “units.” The Taubman family controlled a
share of these units, but about 50% of TRG’s units were
controlled by several pension trusts owned by General Motors
(“GM Trusts”). J.A. at 512.
In late 1991, TRG began a restructuring so that it could
develop from a limited financial arrangement into a more
expansive operating business. TG Partners Limited
Partnership (“TG Partners”) was formed as a partnership
separate from TRG, and it owned 5.2% of TRG’s units. J.A.
at 513, 517. TCI announced an initial public offering, selling
26.8 million shares to the public and offering an additional
13.6 million shares to the GM Trusts and the AT&T Trust, so
that when added to a residual number of shares held by the
Taubman Group (which included the Taubman family
members and TG Partners), approximately 40.7 million
shares would be outstanding after the offering. J.A. at 516.
Following the reconfiguration, TCI owned 32.8% of TRG’s
units.1 J.A. at 517. The 26.8 million shares of TCI offered to
the public represented a 65.9% ownership stake in TCI, such
that the purchasers of the publicly available TCI stock
controlled 21.6% of TRG’s units even though TCI as a whole
controlled 32.8% of TRG’s units.2 J.A. at 517. Alfred

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 5
Taubman’s sons, Robert and William, form the upper
management of both TCI and TRG: Robert is the Chairman,
President, and Chief Executive Officer of TCI, as well as the
President and Chief Executive Officer of TRG, while William
is the Executive Vice-President of both TCI and TRG.
In 1998, TCI and TRG again restructured, partially to
accommodate GM’s desire to withdraw from the previous
arrangement. Upon GM’s withdrawal, TCI’s unit ownership
in TRG would have increased from approximately 39% to
approximately 63%. J.A. at 435 (TCI Bd. of Dirs. Meeting
Minutes, 08/17/98). Consequently, TRG’s then minority unit
holders, in particular the Taubman Family (Alfred A.
Taubman, Robert Taubman, William Taubman, and Gayle
Taubman Kalisman) and TG Partners, would have less control
over the management of TRG’s assets. The result was the
increased likelihood that a potential acquirer could gain a
controlling interest in TRG by acquiring TCI stock. To
counter this threat, the TCI Board in 1998 issued a new class
of preferred TCI stock — the Series B Preferred Stock
(“Series B”) — to the remaining partners of TRG in order to
give them increased control over TCI and thus increased
control over TRG. See J.A. at 414, 416 (Restated TCI
Articles of Incorp. at 10) (stating that TCI “will initially issue
the Series B Preferred Stock to each Person who, on the initial
date of issuance, is a Registered Unitholder at the rate of one
share for each Unit held by such Registered Unitholder,” and
defining “Registered Unitholder” as “a Person, other than the
Corporation [] who . . . is reflected in the records of [TRG] as
a partner in [TRG]”). TCI distributed nearly 32 million
Series B shares for $.001 per share, or an extremely low total
price of $38,400. J.A. at 193-94 (Keath Decl.); J.A. at 168
(Bebchuk Decl.). Each Series B share gave its holder the
same voting rights as those attached to the preexisting 53
million common shares. J.A. at 193 (Keath Decl.).
The influx of the Series B preferred TCI shares had its
desired effect and diluted the voting power of TCI’s common
shareholders. After 1992, approximately 99% of TCI’s stock,
6 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
37.43 million TCI Series B shares were distributed to other TR G U nit
Holders. J.A. at 473 (Poissant Decl.).
which then was all common stock, was controlled by
shareholders (including GM and AT&T) other than the
Taubman family. J.A. at 517 (TCI Initial Public Offering
Prospectus, 11/20/92). After 1998, non-Taubman family
control of TCI’s total outstanding shares decreased to
approximately 62.8%. J.A. at 193 (Keath Decl.). This
number is highly significant, because TCI’s Articles of
Incorporation required a two-thirds-of-shareholders vote to
approve a merger or alter the Articles of Incorporation. Thus,
the 1998 issuance of Series B preferred shares insulated TCI,
and thus TRG, from a takeover attempt, particularly in light
of the Ownership Limit Provision of TCI’s Articles of
Incorporation, which prohibited any entity from owning more
than 8.23% of the value of TCI’s total outstanding capital
stock. J.A. at 421 (TCI Restated Art. of Incorp.); J.A. at 591
(TCI Initial Public Offering Prospectus, 11/20/92). This
provision could not be removed without a two-thirds vote, so
a potential acquirer had to purchase over 66.6% of TCI’s
outstanding shares (including Series B shares) in order to
effectuate a takeover. J.A. at 591.
Taubman family members, and the various entities
controlled by Taubman family members, owned over twenty-
four million Series B shares, or 76.6% of all the Series B
shares distributed.3 J.A. at 472 (Poissant Decl.). These
twenty-four million Series B shares account for 28.3% of the
total outstanding TCI shares. The Taubman family controls
its Series B shares through a series of entities, including TG
Partners, which plays a critical role in this case. TG Partners
is a limited partnership formed under the laws of Delaware.
It owns 21% of the Series B stock (approximately 6.3 million
shares and about 6% of all outstanding TCI shares). The
general partners of TG Partners include two general partners
who are California citizens (Avner Naggar and Sidney R.
Unobskey). J.A. at 473-74 (Poissant Decl.). Another general

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 7
4Robert Taubm an, William Taubma n, and Gayle Taubman Kalisman
each ow n 5,925 Series B shares.
partner of TG Partners is a separate partnership formed under
the laws of Michigan, Taubman Realty Ventures (“TRV”),
whose partners are Taubman family members (Alfred, Robert,
William, and Alfred’s daughter, Gayle Taubman Kalisman).
Alfred Taubman, as trustee of the A. Alfred Taubman
Revocable Trust, is the managing general partner of TRV and
votes the Series B shares owned by TRV. The managing
general partner of TG Partners is a Michigan corporation, TG
Michigan, Inc., see J.A. at 474; J.A. at 806 (TRG P’ship
Agreement), whose sole shareholder is Alfred Taubman,
acting through a revocable trust. It is alleged that Alfred
Taubman votes TG Partners’s Series B stock. See J.A. at 474
(Poissant Decl.).
The bulk of the Taubman family’s Series B shares are
owned through other partnerships. Alfred Taubman votes the
Series B shares of TRA Partners, a Michigan partnership that
owns almost 17.7 million (or 56%) of the outstanding Series
B shares. Two other Alfred Taubman-controlled entities,
Taub-Co Management, Inc., and the A. Alfred Taubman
Trust, own almost 12,000 shares combined. The other
members of the Taubman family also own in their individual
capacities relatively minimal quantities of shares.4
On October 16, 2002, SPG, said to be the largest retail-
shopping-mall REIT in the United States, initiated
communication with Robert Taubman in hopes of purchasing
all the publicly traded TCI stock. Robert Taubman declined
even to discuss the issue, and SPG responded by outlining an
offer to purchase all outstanding TCI shares for $17.50 a
share. The TCI Board of Directors rejected the offer on
October 28, 2002, prompting SPG to announce a public
tender offer to purchase all of TCI’s outstanding common
stock for $18.00 a share on December 5, 2002. SPG’s offer
was conditioned upon the removal of the Ownership Limit
8 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
5On September 18, 2003, the Michigan Legislature passed Public Act
No. 181, which amended the Michigan Control Share Acquisition statute,
Mich. Comp . Laws § 450.179 1, to provide that “the forma tion of a group
does not constitute a control share acquisition of shares of an issuing
public corp oration held by membe rs of the group .” 2003 M ich. Pu b. Acts
181. The act also added section 798a, which insured the act’s retroactive
effect so that it covered the Taubman case: “Shares without voting rights
because the formation of a group after April 1, 1988 was deemed to be a
control share acquisition shall have the same voting rights as were
accorded the shares before the formation of the group.” Id. The
Governor of Michigan signed the bill into law on October 7, 20 03. See
When Battles Commence, Economist, Feb. 21, 2004, at 67; Dean
Starkman & Robin Sidel, Simon, Westfield Drop Tau bm an B id, W all St.
Provision, and accordingly SPG needed to acquire at least
two-thirds of the outstanding shares to alter TCI’s Articles of
Incorporation. On December 10, 2002, the TCI Board met
with its financial advisors and rejected the offer. Eventually,
SPG joined with Westfield America (“Westfield”), an
Australian real-estate corporation, and increased the offer to
$20 a share. The TCI Board again rejected the offer, but
many shareholders tendered their shares. SPG announced on
February 17, 2003, that 84.5% of the common shares of TCI
had been tendered, which amounted to only 52% of the total
outstanding shares. SPG thus had failed to obtain the
requisite two-thirds ownership needed to abolish the
Ownership Limit Provision.
SPG filed an action in the United States District Court for
the Eastern District of Michigan against TCI, alleging that the
issuance of the Series B shares constituted a “control share
acquisition,” which was at the time illegal under Michigan
law. SPG sought an injunction against the voting of the
Series B shares. After receiving a favorable judgment in the
district court, and even fully briefing a response to TCI’s
appeal in this court, No. 03-1610 (6th Cir. 2003), SPG
withdrew its tender offer on October 8, 2003, and the parties
stipulated to the dismissal of the appeal on October 15, 2003,
because of intervening Michigan state legislation that
overturned the ruling of the district court.5

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 9
J., Oct. 9, 20 03, at C5. SPG abandoned its tender offer the following day,
and TCI d ropped its appeal a week later. By overturning the district
court’s decision and altering the text of the statute that TCI allegedly
violated so as to absolve it from liability, the Michigan legislature
effectively ended any chance of SPG either completing the acquisition or
winning its case.
Glancy, a California citizen and a TCI shareholder, filed an
action in the U.S. District Court for the Eastern District of
Michigan both as a representative of a class of TCI
shareholders and as a shareholder derivatively on behalf of
TCI on December 24, 2002. He later amended the complaint
with the permission of the district court on January 31, 2003.
At the heart of the complaint is the charge that the TCI Board
members “abus[ed] their fiduciary positions of control over
[TCI] to thwart any legitimate attempts or interest to acquire
[TCI] for a substantial premium.” J.A. at 264 (Am. Compl.).
Glancy states that his claims arise under Michigan law, J.A.
at 297, and both sides agree that Michigan law applies.
Glancy’s amended complaint seeks various kinds of relief.
In Counts III-VI, Glancy presents class and derivative claims
against the TCI Board for various breaches of fiduciary
duties. J.A. at 297-306 (Am. Compl.). In Count VII, Glancy
asks the court to order the TCI Board defendants to cooperate
with any entity “proposing any transaction which would
maximize shareholder value,” J.A. at 308; to declare that the
TCI Board members violated their fiduciary duties; and to
enjoin the TCI Board members from “entrenching themselves
in office.” J.A. at 308. Most significantly, in Counts I-II,
Glancy seeks the invalidation of the Series B shares.
Glancy’s Amended Complaint reads: “[P]laintiff seeks . . . a
declaration that the Taubman family’s Series B Preferred
Stock does not have any voting rights . . .,” J.A. at 295, and
“[P]laintiff seeks a declaration that the Taubman family may
not validly vote the Series B Preferred Stock under
circumstances that would have the effect of foreclosing the
[SPG] tender offer . . . .” J.A. at 297. Glancy names as
10 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
6None of the TCI Board defendants are from California. The TCI
Board defendants are: Robert S. Taubman (M ichigan), William S.
Taubman (Michigan); Lisa A. Payne (M ichigan); Graham T . Allison
(Massachusetts); Peter Karmanos, Jr. (M ichigan); Allan J. Bloostein
(Connecticut); Jerome A. Chazen (New York); and S. Parker Gilbert
(New Y ork).
defendants TCI and the TCI Board members,6 but does not
name as parties Alfred Taubman, TG Partners, or any of the
other Taubman-controlled partnerships.
TCI did not file a motion pursuant to Federal Rule of Civil
Procedure 12(b)(1) alleging lack of subject matter jurisdiction
or a Rule 12(b)(7) motion alleging failure to join a party
pursuant to the joinder provisions of Rule 19. Rather, TCI
raised the issue of joinder and lack of subject matter
jurisdiction in its brief in opposition to Glancy’s motion for
a preliminary injunction. See J.A. at 349-51. Rule 12(h)
permits a defense based on lack of subject matter jurisdiction
to be raised in a motion other than a Rule 12(b)(1) motion.
Fed. R. Civ. P. 12(h)(3).
The district court issued an Opinion and Order on May 1,
2003. The district court then issued an Amended Opinion and
Order on May 8, 2003, which superseded the previous order,
but did not differ substantially. The district court addressed
TCI’s contention that subject matter jurisdiction was lacking
because Glancy did not satisfy the diversity or amount-in-
controversy requirements. The district court held that because
TG Partners was a real party in interest, given its ownership
of six million shares of Series B stock that the district court’s
ruling could invalidate, TG Partners’s citizenship, and the
citizenship of its constituent partners, had to be considered for
diversity purposes. Because Plaintiff Glancy was a citizen of
California as were two general partners of TG Partners,
complete diversity did not exist between plaintiff and the
proper defendants. The district court thus dismissed Glancy’s
suit, but did not rule on the amount-in-controversy issue.
Glancy timely filed his notice of appeal. We have appellate

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 11
jurisdiction over the district court’s order of dismissal
pursuant to 28 U.S.C. § 1291.
II. ANALYSIS
Before delving into the depths of the Federal Rules of Civil
Procedure’s joinder provisions, we must pause to comprehend
fully what precisely Glancy seeks from his litigation. As
Glancy argues, “the plaintiff is the master of the complaint.”
Holmes Group, Inc. v. Vornado Air Circulation Sys., Inc., 535
U.S. 826, 831 (2002) (quotation omitted). The benefits of
that stewardship are often accompanied by jurisdiction-related
pitfalls, as is the case here. The central problem is an
incongruence between the defendants named by Glancy and
the relief he seeks. Glancy named only TCI and the TCI
Board as defendants, but part of the relief he seeks — the
invalidation of the Series B shares — potentially impacts the
interests of more than just those named defendants.
There is little doubt that Glancy’s complaint seeks
comprehensive relief that entails the invalidation of all the
Series B shares owned by the network of partnerships
controlled by the Taubman family. In his amended
complaint, Glancy states that “the Taubman defendants . . .
improperly gave themselves a blocking voting position
against unsolicited takeovers,” J.A. at 264 (Am. Compl.)
(emphasis added), by “providing to [themselves], for nominal
consideration without shareholder approval, [Series B stock]
that increased their purported voting power over [TCI] from
less than 1% to just over 30%.” J.A. at 264. This passage
alone demonstrates the disconnect between the named parties
and the actual owners of the Series B shares; there are only
two named Taubmans (William and Robert), yet they do not
own enough Series B shares to give them a 30% voting block
over TCI. It is only the combined partnerships that possess
such a large bloc of shares. Throughout his substantive
allegations, Glancy uses the term “Taubman family” broadly
and non-literally. For example, he states that “[t]he Taubman
Family currently owns both Series B [shares] and common
12 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
stock which purportedly provide them with approximately
30% of the voting power of [TCI],” J.A. at 272, even though
the 30% voting block is in reality owned by absentee parties,
such as TG Partners, TRV, and TRA Partners.
The purpose of Glancy’s action was to remove the
impediment to acquisition created by the Series B shares,
which he contended gave the “Taubman family” the power to
veto any sale of TCI and to prevent the consummation of any
tender offers, thus entrenching the family’s control over the
company to the alleged derogation of the non-Series B
shareholders. See J.A. at 274-77 (Am. Compl.).
Accordingly, the relief sought by Glancy is not limited to the
invalidation of just a few Series B shares, as Glancy wanted
“a declaration that the Taubman family may not validly vote
the Series B [shares] under circumstances that would have the
effect of . . . disenfranchising the public shareholder body.”
J.A. at 297. It is only the large 30% voting bloc controlled by
TG Partners and others that would have such an effect.
Glancy also requested injunctive relief that would “prohibit[]
the Taubman family from voting the Series B [shares],” J.A.
at 295, so as to abrogate the “effective veto position for the
Taubman family.” J.A. at 296. It is patently clear that
Glancy’s complaint seeks the invalidation of all the Series B
shares owned by the archipelago of partnerships controlled by
the “Taubman family,” which together possess the blocking
position Glancy seeks to abrogate.
We vacate the district court’s judgment and remand the
case for further proceedings. Because Glancy has sought
relief that will affect the interests of various absentees, it is
necessary to engage in a Rule 19 analysis to assess the proper
parties to Glancy’s lawsuit and to determine whether the
application of Rule 19 impacts the district court’s ability to
hear the case. We first consider the threshold question of
whether TG Partners is a “necessary” party and answer in the
affirmative because TG Partners’s interest in voting its Series
B shares would be impeded or impaired by the requested
relief. The joinder of TG Partners as a defendant is not

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 13
7The district court did not assess TCI’s alternative argument that
Glancy failed to fulfill the amount-in-controversy requ irement of 28
U.S.C. § 13 32(a) because the district court ruled on the diversity-of-
parties issue. Upon rem and the district co urt should analyze this
argument to ensure that the $75,00 0 jurisd ictional-amount threshold is
met.
possible because of the citizenship of two of its constituent
partners, which raises the question of whether TG Partners is
an “indispensable” party pursuant to Rule 19(b) such that we
cannot “in equity and good conscience,” Fed. R. Civ. P.
19(b), proceed without TG Partners. The answer to that
inquiry centers on whether any named parties (TCI or the TCI
Board), or any other absentees who should be joined as
necessary parties, can adequately represent the interests of TG
Partners. We hold that none of the named parties can
adequately represent the interests of TG Partners, but we
cannot determine at this time whether Alfred Taubman,
another absentee whose interests may be impaired by a
judgment in Glancy’s favor, can adequately represent the
interests of TG Partners. Upon remand we instruct the district
court to consider the issue.
A. Federal Rule of Civil Procedure 19
We begin by analyzing the joinder provisions of the Federal
Rules of Civil Procedure. We have subject matter jurisdiction
over “all civil actions where the matter in controversy exceeds
the sum or value of $75,000 . . . and is between [] citizens of
different States . . . .” 28 U.S.C. § 1332(a)(1).7 It is well
settled that as a matter of statutory construction, diversity of
citizenship requires complete diversity between all plaintiffs
on one side and all defendants on the other side. See
Caterpillar, Inc. v. Lewis, 519 U.S. 61, 68 (1996). Parties
seeking to evade the complete-diversity rule may attempt to
maintain federal jurisdiction by failing to name persons or
entities that have an interest in the litigation and otherwise
should be named. Federal Rule of Civil Procedure 19
addresses this problem by providing guidance for the joinder
14 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
of persons needed for just adjudication. It establishes
guidelines for determining when it is proper to dismiss a case
because a person or entity has an interest in the outcome of
the litigation that could be impaired in the absence of that
person or entity, but joinder of the person or entity will
deprive the court of subject matter jurisdiction. Rule 19
provides:
(a) Persons to be Joined if Feasible. A person who is
subject to service of process and whose joinder will not
deprive the court of jurisdiction over the subject matter
of the action shall be joined as a party in the action if
(1) in the person’s absence complete relief cannot be
accorded among those already parties, or (2) the person
claims an interest relating to the subject of the action and
is so situated that the disposition of the action in the
person’s absence may (i) as a practical matter impair or
impede the person’s ability to protect that interest or
(ii) leave any of the persons already parties subject to a
substantial risk of incurring double, multiple, or
otherwise inconsistent obligations by reason of the
claimed interest. If the person has not been so joined, the
court shall order that the person be made a party. If the
person should join as a plaintiff but refuses to do so, the
person may be made a defendant, or, in a proper case, an
involuntary plaintiff. If the joined party objects to venue
and joinder of that party would render the venue of the
action improper, that party shall be dismissed from the
action.
(b) Determination by Court Whenever Joinder Not
Feasible. If a person as described in subdivision (a)(1)-
(2) hereof cannot be made a party, the court shall
determine whether in equity and good conscience the
action should proceed among the parties before it, or
should be dismissed, the absent person being thus
regarded as indispensable. The factors to be considered
by the court include: first, to what extent a judgment
rendered in the person's absence might be prejudicial to

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 15
the person or those already parties; second, the extent to
which, by protective provisions in the judgment, by the
shaping of relief, or other measures, the prejudice can be
lessened or avoided; third, whether a judgment rendered
in the person's absence will be adequate; fourth, whether
the plaintiff will have an adequate remedy if the action is
dismissed for nonjoinder.
Fed. R. Civ. P. 19.
The current phrasing of Rule 19 reflects the 1966
amendment of the rule. The changes eschew rigid application
and adopt a more pragmatic approach. Provident Tradesmens
Bank & Trust Co. v. Patterson, 390 U.S. 102, 116 n.12
(1968). As the Supreme Court described it,
Where the new version emphasizes the pragmatic
consideration of the effects of the alternatives of
proceeding or dismissing, the older version tended to
emphasize classification of parties as ‘necessary’ or
‘indispensable.’ Although the two approaches should
come to the same point, since the only reason for asking
whether a person is ‘necessary’ or ‘indispensable’ is in
order to decide whether to proceed or dismiss in his
absence and since that decision must be made on the
basis of practical considerations, and not by prescribed
formula, the Committee concluded, without directly
criticizing the outcome of any particular case, that there
had at times been undue preoccupation with abstract
classifications of rights or obligations, as against
consideration of the particular consequences of
proceeding with the action and the ways by which these
consequences might be ameliorated by the shaping of
final relief or other precautions.
Id. (internal citations and quotations omitted). “Ideally, all
. . . parties would be before the court. Yet Rule 19 calls for a
pragmatic approach . . . .” Smith v. United Bhd. of
Carpenters, 685 F.2d 164, 166 (6th Cir. 1982). “Thus, the
16 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
rule should be employed to promote the full adjudication of
disputes with a minimum of litigation effort.” 7 Charles Alan
Wright, Arthur R. Miller, & Mary Kay Kane, Federal
Practice & Procedure § 1602, at 20 (3d ed. 2001). In sum,
“the essence of Rule 19 is to balance the rights of all those
whose interests are involved in the action.” Id.
B. Standard of Review
We review de novo the district court’s decision that a party
is indispensable under Federal Rule of Civil Procedure 19(b)
as well as the decision that the court lacks subject matter
jurisdiction. Keweenaw Bay Indian Cmty. v. Michigan, 11
F.3d 1341, 1346 (6th Cir. 1993) (failure to join an
indispensable party); Caudill v. N. Am. Media Corp., 200
F.3d 914, 916 (6th Cir. 2000) (lack of subject matter
jurisdiction). We review a Rule 19(a) determination that a
party is necessary under an abuse-of-discretion standard.
Keweenaw Bay, 11 F.3d at 1346.
C. Rule 19 Joinder of TG Partners
1. The Three-Part Test
Assessing whether joinder is proper under Rule 19 is a
three-step process. See 4 James Wm. Moore et al., Moore’s
Federal Practice, § 19.02[3][a], at 19-17 (3d ed. 2003) (“The
compulsory party joinder inquiry is a three-step process.”); 7
Federal Practice & Procedure § 1604, at 39-40 (describing
a three-step process); W. Md. Ry. Co. v. Harbor Ins. Co., 910
F.2d 960, 961 (D.C. Cir. 1990) (Thomas, J.) (“When a party
to a federal lawsuit moves to join a nonparty resisting joinder,
the district court must answer three questions: . . . Is the
absentee’s presence necessary? If the absentee’s presence is
necessary, is her joinder feasible? If the absentee’s joinder is
not feasible, is she indispensable?”); cf. Local 670, United
Rubber Workers v. Int’l Union, United Rubber Workers, 822
F.2d 613, 618 (6th Cir. 1987) (“Local 670”) (describing a
similar three-part test when a question of personal jurisdiction

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 17
may make the joinder of a person unfeasible). First, the court
must determine whether the person or entity is a necessary
party under Rule 19(a). See Temple v. Synthes Corp., 498
U.S. 5, 8 (1990) (establishing that Rule 19(b) inquiry is
required only if party satisfies the threshold requirements of
Rule 19(a)). Second, if the person or entity is a necessary
party, the court must then decide if joinder of that person or
entity will deprive the court of subject matter jurisdiction. W.
Md. Ry. Co., 910 F.2d at 961 (“If the absentee should be
joined, can the absentee be joined?”); 4 Moore’s Federal
Practice § 19.02[3][b], at 19-18 (“If the absentee is necessary
. . . the next question is whether joinder of the absentee is
feasible.”). Third, if joinder is not feasible because it will
eliminate the court’s ability to hear the case, the court must
analyze the Rule 19(b) factors to determine whether the court
should “in equity and good conscience” dismiss the case
because the absentee is indispensable. W. Md. Ry. Co., 910
F.2d at 961 (“If the absentee cannot be joined, should the
lawsuit proceed without [him or] her nonetheless?”); 4
Moore’s Federal Practice § 19.02[3][c], at 19-20 (“Once a
necessary absentee’s joinder is found infeasible, the court has
only two options: to proceed or dismiss.”). Thus, a person or
entity “is only indispensable, within the meaning of Rule 19,
if (1) it is necessary, (2) its joinder cannot be effected, and
(3) the court determines that it will dismiss the pending case
rather than proceed in the case without the absentee.”
4 Moore’s Federal Practice § 19.02[3][c], at 19-22.
2. Rule 19 and “Adequately Represented”
Before deciding pursuant to Rule 19 whether various Series
B shareholders must be joined or the case must be dismissed
if the shareholders cannot be joined, we must analyze whether
the presence of a party that can “adequately represent” the
interests of the absentee shortens our Rule 19 inquiry. The
subsection of Rule 19(a) that is most pertinent to this question
makes joinder compulsory when the absent person or entity
“claims an interest relating to the subject of the action and is
so situated that the disposition of the action in the person’s
18 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
absence may [] as a practical matter impair or impede the
person’s ability to protect that interest.” Fed. R. Civ. P.
19(a)(2)(i). This test “reflects the interest in avoiding the
prejudice that might befall the absentee’s interest if the
litigation proceeded without the absentee.” 4 Moore’s
Federal Practice § 19.03[1], at 19-34.
What if a person or entity already named as a party to the
action has the same interests and litigation goals as the
absentee whose joinder is at issue? Can an absentee suffer the
impairment or impediment of its interests if another party,
who has already been named, is fighting the same fight?
Moreover, if an absentee’s interests can be adequately
represented by an existing party, should we consider that fact
at the Rule 19(a) stage or at the Rule 19(b) stage? We have
not definitively answered these questions previously,
although our lone decision that touches on the issue suggests
that adequate representation should be considered when
evaluating the Rule 19(b) factors. Local 670, 822 F.2d at 622
(considering whether the absent entity’s interest was
adequately represented by an already-named party under the
Rule 19(b) factors); see also Prof’l Hockey Club Cent. Sports
Club of the Army v. Detroit Red Wings, Inc., 787 F. Supp.
706, 713 (E.D. Mich. 1992) (same). The first Rule 19(b)
factor to evaluate is “to what extent a judgment rendered in
the person’s absence might be prejudicial to the person or
those already parties.” Fed. R. Civ. P. 19(b). Many courts
have suggested that the presence of a party with identical
interests to the person or entity whose joinder is in question
serves to mitigate any prejudice that might befall the absentee
because of the identity of their interests. See Local 670, 822
F.2d at 622 (holding that a union’s presence at the particular
arbitration proceeding in question was not essential because
a named party had the same interest in avoiding arbitration as
the union); Dainippon Screen Mfg. Co. v. CMFT, Inc., 142
F.3d 1266, 1272 (Fed. Cir. 1998) (ruling that any prejudice to
subsidiary would be mitigated by presence of parent company
in the litigation because both subsidiary and parent shared
common interest of preserving a patent). Several circuits

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 19
8Interestingly enough , the court in Makah engrafts an “adequate
representation” test onto Rule 1 9(a) by citing to the D.C. Circuit’s
decision in Wich ita & Affiliated Tribes of Okla. v. Hodel, 788 F.2d 765,
774-75 (D.C. Cir. 1986), which considered the question of adequate
representation as part of a Rule 1 9(b) ana lysis.
have addressed this question of adequate representation as
part of a Rule 19(b) analysis, as opposed to during the
threshold Rule 19(a) analysis. See, e.g., Witchita & Affiliated
Tribes of Okla. v. Hodel, 788 F.2d 765, 774-75 (D.C. Cir.
1986); Hansen v. Peoples Bank of Bloomington, 594 F.2d
1149, 1153 (7th Cir. 1979); Prescription Plan Serv. Corp. v.
Franco, 552 F.2d 493, 497 (2d Cir. 1977).
Other circuits have employed an adequate representation
test when considering whether a person or entity should be
joined under Rule 19(a); they have ruled that there will be no
impairment or impediment of an absent person’s or entity’s
interest under Rule 19(a)(2)(i) if a named party is already
adequately representing that interest. For example, the Ninth
Circuit has ruled that “[i]mpairment may be minimized if the
absent party is adequately represented in the suit.” Makah
Indian Tribe v. Verity, 910 F.2d 555, 558 (9th Cir. 1990)8; see
also Washington v. Daley, 173 F.3d 1158, 1167 (9th Cir.
1999) (“As a practical matter, an absent party’s ability to
protect its interest will not be impaired by its absence from
the suit where its interest will be adequately represented by
existing parties to the suit.”). That court employs a three-
factor test “in determining whether existing parties adequately
represent the interests of the absent[ee]”: (1) whether the
named party “undoubtedly” will make all the arguments that
the absent person or entity would make; (2) whether the
named party is “capable of and willing to make such
arguments”; and (3) whether the absent person or entity
would “offer any necessary element to the proceedings” that
the named party would not. Shermoen v. United States, 982
F.2d 1312, 1318 (9th Cir. 1992) (quotations omitted).
Various other circuits also account for adequacy of
20 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
representation in their Rule 19(a) analyses, but they employ
a more rigorous test that requires close to a “perfect identity
of interests” in order for representation to be adequate. Tell
v. Trs. of Dartmouth Coll., 145 F.3d 417, 419 (1st Cir. 1998)
(“[W]ithout a perfect identity of interests, a court must be
very cautious in concluding that a litigant will serve as a
proxy for an absent party.”); see also Nat’l Union Fire Ins.
Co. v. Rite Aid of S.C., Inc., 210 F.3d 246, 251 (4th Cir. 2000)
(“A court should hesitate to conclude . . . that a litigant can
serve as a proxy for an absent party unless the interests of the
two are identical.”); Pujol v. Shearson/Am. Express, Inc., 877
F.2d 132, 135 (1st Cir. 1989) (Breyer, J.) (finding that named
party adequately represented the interests of the absentee
when the interests of both entities were “virtually identical”).
There is clearly considerable overlap between Rule
19(a)(2)(i) and Rule 19(b). 4 Moore’s Federal Practice
§ 19.05[2][a], at 19-86 to 19-87 (“[The first 19(b) factor]
clearly overlaps with the considerations of whether an
absentee is necessary under the ‘impair or impede’ clause
. . . .”); Kickapoo Tribe of Indians v. Babbitt, 43 F.3d 1491,
1497 n.9 (D.C. Cir. 1995) (“The inquiry as to prejudice under
Rule 19(b) is the same as the inquiry under Rule 19(a)(2)(i)
regarding whether continuing the action will impair the absent
party's ability to protect its interest.”). Yet, in order to be
faithful to the text and purposes of the rules and to provide
parties with guidance, it is necessary to decide at what stage
of the three-part Rule 19 test does adequacy of representation
play a role. Some courts believe that it is proper to assess the
question of adequate representation during the first (Rule
19(a)) stage of the analysis, even though this can make
consideration of the first Rule 19(b) factor completely
redundant. However, in part because of our sole decision on
this issue, see Local 670, 822 F.2d at 622, it is proper that
adequacy of representation should be considered as part of the
Rule 19(b) multifactor analysis.
Adequate representation should be considered as a part of
the Rule 19(b) analysis, and not the threshold Rule 19(a)

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 21
analysis, because: (1) the text of Rule 19(a)(2)(i) does not
support an adequate-representation component, especially
when juxtaposed with the text of Rule 24(a); and (2)
consideration of whether an absentee’s interests are
adequately represented will almost always occur only when
the absentee should be joined under Rule 19(a)(2)(i), but
cannot be joined for jurisdictional reasons, in which case the
four factors of Rule 19(b) will need to be weighed.
First, the text of Rule 19(a)(2)(i) mentions nothing about
measuring adequacy of representation. The importation of an
“adequate representation” test into Rule 19(a)(2)(i) is
prompted by the similarities between the provisions of Rule
19(a) and Federal Rule of Civil Procedure 24(a), which
provides for intervention as a matter of right. The language
of Rule 24(a)(2) is nearly identical, but in one critical way,
not exactly identical, to that of Rule 19(a)(2)(i). Rule 24(a)(2)
states, “Upon timely application anyone shall be permitted to
intervene in an action . . . when . . . the applicant is so situated
that the disposition of the action may as a practical matter
impair or impede the applicant’s ability to protect that
interest, unless the applicant’s interest is adequately
represented by existing parties.” Fed. R. Civ. P. 24(a)(2)
(emphasis added). Intervention of right pursuant to Rule
24(a) is “a kind of counterpart to Rule 19(a)(2)(i).” Fed. R.
Civ. P. 24(a), 1966 Advisory Comm. Notes (cited in Cascade
Natural Gas Corp. v. El Paso Natural Gas Co., 386 U.S. 129,
134 n.12 (1967)); see also Pujol, 877 F.2d at 135 (noting
similarity between Rule 19(a)(2)(i) and Rule 24(a)(2)). Rule
24, which was amended contemporaneously with Rule 19 in
1966, and has not changed substantively since that time,
“provides that an applicant is entitled to intervene in an action
when his position is comparable to that of a person under
Rule 19(a)(2)(i), as amended, unless his interest is already
adequately represented in the action by existing parties.”
Fed. R. Civ. P. 24(a), 1966 Advisory Comm. Notes (emphasis
added). Given that both Rules were amended at the exact
same time and that Rule 24 explicitly mentions its
relationship to Rule 19(a)(2)(i), the absence of an “adequate
22 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
9Rule 19 could also be used by the plaintiff when the defendant files
a counterclaim and raises an issue that the plaintiff then claims impacts an
absentee who should be joined.
10It is quite likely that a defendant would seek joinder of an absentee
under Rule 19(a)(2)(ii) out of the defendant’s self-interest even if there is
no hope of the case being d ismissed for jurisdictional reaso ns; a defendant
may want to jo in all absentees so that it can avoid costly, duplicative, or
inconsistent litigation.
11Joinder via Rule 19(a)(2)(i) provides defendants with a
counterweight to plaintiffs’ incentive to fail to join “necessary” persons
or entities whose presence could threaten the court’s jurisdiction when the
plaintiff wants to remain in federal court. R ule 12 (b)(7 ) perm its
defendants to seek dismissal and p enalize plaintiffs for the failure to join
a party pursuant to R ule 19 . See Fed. R. Civ. P. 12(b)(7).
representation” clause in Rule 19(a)(2)(i) is impossible to
ignore.
Second, the practical realities of joinder explain why
consideration of adequate representation should occur as part
of the Rule 19(b) analysis. Rule 19 is the tool of the
defendant, as the plaintiff has the power to choose which
parties it wishes to sue and generally has ample freedom to
amend its complaint to add a party.9 Aside from the rare
instance of pure altruism, it is difficult to conceive of a reason
why a defendant would invoke Rule 19(a)(2)(i), as opposed
to the other provisions of Rule 19(a),10 for any reason other
than to seek dismissal of the case. The defendant has no
incentive to invoke Rule 19(a)(2)(i) unless the absentee that
the defendant seeks to join cannot be joined for reasons of
jurisdiction or venue and because the defendant seeks to rid
itself of the case.11 The issue of adequate representation will
thus likely only arise in a situation in which the absentee
should be joined under Rule 19(a)(2)(i), but cannot be, in
which instance the court proceeds to analyze the four factors
of Rule 19(b) to “determine whether in equity and good
conscience” the action should be dismissed because of the
indispensability of the absentee. Fed. R. Civ. P. 19(b).

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 23
12Some courts have held the Rule 19(b) and Rule 19 (a)(2)(i) analyses
are indistinguishable. See Kickapo o Trib e of Indian s v. Ba bbitt, 43 F.3d
1491, 1497 n.9 (D.C. Cir. 1995). Commentators have disagreed,
suggesting that while the analyses are similar, they differ in degree; the
Rule 19(a)(2)(i) analysis entails a much more hypothetical examination
of whether nonjoinder could harm the absentee, but the Rule 19(b)
analysis is concerned with a more con crete assessment of whether
nonjoinder will actually cause harm. 4 James Wm . Moore et al., Moo re’s
Federal Practice,§ 19.0 5[2][a], at 19-87 (3d ed. 2003 ); see also 7 Charles
Alan Wright, Arthur R. Miller, & M ary Kay Kane, Federal Practice &
Procedure § 1604 , at 62 (3d ed. 2001). Ho wever persuasive these
comm entators’ rationales may seem, they are not supported by the text of
Rule 19, which uses the word “may” in Rule 19(a)(2)(i) and the word
“might” in Rule 19(b), belying any argume nt that the two are
substa ntively different. There is no need to resolve the textual
interpretation issue, because no matter whether the two analyses are
identical or qualitatively different, it does not alter the conclusion that
adequacy of representation should be considered solely as a Rule 19(b)
factor given the text and operation of Rule 19.
To consider adequacy of representation as part of the
determination of whether a party should be joined pursuant to
Rule 19(a)(2)(i) analysis is to undermine the factor-balancing
test of Rule 19(b). If, for example, adequacy of
representation were considered as part of the Rule 19(a)(2)(i)
analysis, an absentee whose interests were adequately
represented would not be joined. Yet, such a result would be
unfortunate if in reality the absentee’s joinder would create a
jurisdictional problem and the other three Rule 19(b) factors
suggest that the proper course is to dismiss the case because
the court “in equity and good conscience” cannot proceed
without the absentee. Adequacy of representation then
becomes a trump card, mooting consideration of Rule 19(b)
in its entirety. Furthermore, to the extent that Rule 19(a)(2)(i)
and Rule 19(b) are redundant,12 eliminating the repetition by
considering adequate representation in the Rule 19(a) stage
improperly amends the text of Rule 19 by adding language to
Rule 19(a)(2)(i) and rendering language in Rule 19(b)
surplusage.
24 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
13There are curious interactions between Rule 1 9 joinder and R ule
24 intervention. Rule 24 is the implement of the absentee, as the absentee
can petition for intervention without any involvement by the defendant
when the absentee stands to have its interests harmed. This raises the
question of why a defendant would ever need to utilize Rule 19(a)(2)(i)
if the absentee can just intervene. One potential answer is that the
defendant may be q uicker than the po tential intervenor. Nonetheless,
some commentators have criticized Rule 19 and endorsed intervention as
the most appropriate ap proach. See, e.g., Richard D. Freer, Rethinking
Com pulsory Joinder: A Proposal to R estructu re Federal Rule 19, 60
N.Y.U. L. Rev. 1061, 108 6-88 (1985 ). They have encouraged courts and
the Congress to expand the concept of ancillary jurisdiction to encompass
intervenors whose presence would destroy jurisdiction so that Rule 19
joinder would no longer need to be used. Id. Ho wever merito rious this
argum ent, Congress chose the exact opposite course in 1990. In the
Judicial Improvements Act of 1990, Pub. L. 101-650, 104 Stat. 5089
(1990) (codified at 28 U.S.C. § 1367(b )), Congress explicitly provided
that federal courts cannot exercise supplemental jurisdiction over persons
or entities joined pursuant to Rule 19 or Rule 24. This legislation
significantly limited the usefulness of the intervention mec hanism . See
7 Charles Alan Wright, Arthur R. Miller, & M ary Kay Kane, Federal
Practice & Proced ure § 1610, at 151-53.
There is no justification for considering adequacy of
representation during the threshold analysis of whether a
absentee is “necessary” when the text of Rule 19(a) does not
command it and when, in most instances of this ilk, adequacy
of representation will need to be assessed as part of a Rule
19(b) analysis anyway. It makes more sense simply to
consider adequacy of representation as a part of the first factor
of Rule 19(b), where it will most often need to be considered,
rather than to read into Rule 19(a)(2)(i) language that does not
exist.13
3. The Application of Rule 19
In applying Rule 19 here, the district court held that TG
Partners was an indispensable party. The district court
specifically held that the citizenship of TG Partners had to be
considered for diversity purposes and that the overlap of
Glancy’s California citizenship with that of two of the general

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 25
partners of TG Partners would destroy diversity. The district
court made two chief errors: one of fact and one of logic.
First, the district court erroneously stated that Alfred
Taubman was the managing general partner of TG Partners;
in fact TG Michigan, Inc., a Michigan corporation, of which
Alfred Taubman is the sole shareholder, is the managing
general partner. J.A. at 473-74. Second, after determining
that TG Partners did not need to be joined because its
interests could be represented by Alfred Taubman, the district
court wrote:
[I]t cannot be disputed that A. Alfred Taubman has an
interest in his ability to vote the Series B stock that he
owns or controls. This fact implicates the joinder
provisions of [Rule] 19, under which either: 1) A. Alfred
Taubman is an indispensable party who should be joined
so that his interests can be adequately protected; or (2) A.
Alfred Taubman is a dispensable party who does not
need to be joined because his interest will be adequately
protected since they are identical to his sons, . . . who are
named defendants . . . .
J.A. at 917-18 (Dist. Ct. Op. 05/08/03). This formulation
improperly creates a false dichotomy in the application of
Rule 19. Alfred Taubman cannot be considered “an
indispensable party who should be joined” because an
indispensable party by definition cannot be joined. Nor is he
a “dispensable” party, as that term has no meaning under Rule
19.
a. Is TG Partners “Necessary”?
Regarding TG Partners, the first inquiry of the three-step
test must be answered in the affirmative. TG Partners falls
within the reach of Rule 19(a)(2)(i), as it “claims an interest
relating to the subject of the action and is so situated that the
disposition of the action in [TG Partners’s] absence may (i) as
a practical matter impair or impede [TG Partners’s] ability to
protect that interest.” Fed. R. Civ. P. 19(a)(2)(i). First, TG
26 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
14Possibly realizing the corner into which he has b acked himself,
Glancy argues in his reply brief that he did n ot seek to void the voting
rights of all the Series B stock, b ut rather sought to enjoin only the voting
stock of the named defendants. He thus suggests that any injunction
issued by the court would not impact the ability of Alfred Taubman or TG
Partners to exercise its votes. Glancy Reply Br. at 5-6. This argument is
specious, as we have explained more fully, supra pps. 11-12. In his
amended complaint, Glancy sought “a declaration that the Taubman
family’s Series B P referred Sto ck do es not have any voting rights,” J.A.
at 295 (Am. Compl.), in order to prevent the “Taubman family” from
“thwart[ing] any unsolicited acquisition proposal for [TCI].” J.A. at 263-
64. Throughout the amended complaint, Glancy uses the term “Taubman
family” to describe more than just William and Robert Taubman, who
were the only Taubman family members named. Also, the text of the
amended complaint mentions “[n]on-party A. Alfred Taubman” and states
that Alfred Taubman “owns and/or controls” over 24 million shares of
Series B stock. J.A. at 267-68. Furthermore, Glancy’s action would have
been futile if he did not intend to enjoin all the shares controlled by the
web of entities under the Taubman family’s command . Enjoining the
Taubman sons’ 12,000 Series B votes would not have even remotely
accomplished the objective of Glancy’s litigation, which wa s to “enjoin
any vote by the Taubmans of their purported blocking position,” J.A. at
265, because the remaining 23.9 million shares could still have been voted
to quash SP G’s takeover attem pt.
Partners’s interest is in the continued validity of its 6.3
million Series B shares. Second, the granting of an injunction
and declaration would place the Series B shares at the center
of the litigation. Third, TG Partners is “so situated that the
disposition of the action” in its absence would undoubtedly
impede its interest in the shares because an injunction against
the use of the Series B shares would prevent TG Partners
from voting its sizeable stake.14 Thus, TG Partners is a
necessary party under Rule 19(a).
b. Can TG Partners Be Joined?
Continuing to the next step of the three-part test, TG
Partners cannot be joined because its presence would violate
the complete-diversity requirement. Section 1332 requires
complete diversity, and it is settled that a limited partnership
is a citizen of each state in which its partners (general or

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 27
limited) are citizens. Carden v. Arkoma Assocs., 494 U.S.
185, 195-196 (1990). Here, the joinder of TG Partners is not
possible, because two general partners hail from California,
which is plaintiff Glancy’s state of citizenship.
c. Must the Action Be Dismissed Because TG
Partners is Indispensable?
The final step then is to determine whether the court should
“in equity and good conscience” dismiss the action because
TG Partners is indispensable according to the factors
described in Rule 19(b). Courts are to consider at least four
factors in assessing whether the action should be dismissed,
including (but not limited to), “first, to what extent a
judgment rendered in the person’s absence might be
prejudicial to the person . . . ; second, the extent to which, by
protective provisions in the judgment, by the shaping of
relief, or other measures, the prejudice can be lessened or
avoided; third, whether a judgment rendered in the person’s
absence will be adequate; [and] fourth, whether the plaintiff
will have an adequate remedy if the action is dismissed for
nonjoinder.” Fed. R. Civ. P. 19(b). The final three factors
clearly suggest that the court cannot proceed in the absence of
TG Partners. First, the district court could not have mitigated
the prejudice to TG Partners of being denied the voting power
of its shares except by denying the requested injunction.
Second, a judgment in which the shares of TG Partners were
not invalidated may not have been adequate for plaintiff
Glancy, because those 6.3 million shares could be the
difference between success and failure in SPG’s (or any other
future acquirer’s) attempt to acquire the two-thirds of all
available shares needed to delete the Ownership Limit
Provision. Third, Glancy would still have an adequate state
court remedy if the federal court case were dismissed.
The remaining factor requires us to consider whether “a
judgment rendered in [TG Partners]’s absence might be
prejudicial to [TG Partners].” Fed. R. Civ. P. 19(b). As
described above, the analysis of this factor requires an
28 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
15Our holding is limited to a situatio n in which the relief sought is
the invalidation of a large number of shares held by a small number of
shareholders.
examination of whether TCI, the TCI Board, or any other
parties can adequately represent the interests of TG Partners.
As we explain further below, TCI and the TCI Board, as
named parties, do not adequately represent the interests of TG
Partners because the complete identity of interests that is
required to satisfy Rule 19(b) does not exist. Yet, in trying to
determine whether any other absentee can adequately protect
the interests of TG Partners, we are unable to determine,
based upon the record at this stage of the litigation, whether
Alfred Taubman can adequately protect the interests of TG
Partners if he can be joined as a party. We therefore remand
to the district court for further consideration of these issues.
i. Adequate Representation by TCI and the TCI
Board
We begin by resolving the question of whether a named
corporation or board of directors can adequately represent the
interests of shareholders whose shares are threatened to be
invalidated.15 At the outset, we note that several pre-1966
Rule 19 cases, including the one Sixth Circuit case on the
issue, broadly discuss the issue of the “indispensability” of
shareholders whose shares will be invalidated, even though
these cases do not analyze whether a named corporation or
board of directors can adequately represent the interests of
those shareholders. These cases are dated, in their use of the
older, more inflexible Rule 19 analysis, but they help to
demonstrate the pattern of the courts’ unwillingness to
proceed in the absence of shareholders whose shares will be
invalidated by the action. In General Investment Co. v. Lake
Shore & Michigan Southern Railway Co., 250 F. 160 (6th
Cir. 1918), a plaintiff shareholder sought to enjoin a larger
shareholder from voting its stock in favor of a merger. The
court concluded that the larger shareholder was an

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 29
indispensable party, writing that “[a] stockholder in a
corporation is an indispensable party to a suit seeking to
enjoin him from voting his stock at a stockholders’ meeting.”
Id. at 171; see also Gen. Inv. Co. v. Lake Shore & Mich. S.
Ry. Co., 260 U.S. 261, 285 (1922) (affirming the Sixth
Circuit’s decision and stating that if the action sought to
enjoin a shareholder’s voting rights, it was “obvious that the
[larger shareholder] was an indispensable party”); Tucker v.
Nat’l Linen Serv. Corp., 200 F.2d 858, 863 (5th Cir. 1953)
(ruling that a shareholder is an indispensable party to an
action that attempts to void his shares); Steinway v. Majestic
Amusement Co., 179 F.2d 681, 684 (10th Cir. 1949), cert.
denied, 339 U.S. 947 (1950) (same). A more recent, post-
1966 Rule 19 case reaches a similar result. Klaus v. Hi-Shear
Corp., 528 F.2d 225, 234-35 (9th Cir. 1975). Additionally,
several commentators have stated generally that when a
“plaintiff sues a corporation to compel stock of absentee to be
canceled and reissued in the joint names of plaintiff and
absentee . . . [the] absentee has an interest in the proceedings
and its ability to protect that interest could be impaired by a
judgment in the pending case.” 4 Moore’s Federal Practice
§ 19.03[3][c], at 19-51; see also 7 Federal Practice &
Procedure § 1615, at 236 (stating that joinder depends upon
nature of interest in the controversy and citing to a case
involving cancellation of stock that was dismissed because a
“necessary” party could not be joined); 9A William M.
Fletcher, Cyclopedia of the Law of Private Corporations
§4474, at 84 (Rev. ed. 2000) (“If . . . shareholders . . . have
distinct and indivisible individual rights which will be
affected in the action by or against the corporation, they must
be joined as coparties.”).
More specific to the acute inquiry here, courts have held
that a corporation cannot always adequately represent the
interests of shareholders when the invalidation of shares is
involved. In Istituto Bancario Italiano SpA v. Hunter
Engineering Co., 449 A.2d 210 (Del. 1982), a bank brought
suit against several defendants, including the stock-issuing
company, Hunter Engineering, alleging that Hunter and its
30 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
16There is no Michigan corporate law on this specific question. In
the absence of clear Michigan law on matters of corporate law, Michigan
courts often refer to Delaware law. J.A. at 919 (D ist. Ct. Op.) (quoting In
re Consumers Power Co. Derivative Litig., 132 F.R.D. 455, 461 (E.D.
Mich. 199 0)); see also Russ v. Fed. Mogul Corp., 316 N.W.2d 454, 457
n.1 (Mich. Ap p. 19 82). Delaware employs its own Rule 19 that differs
from Federal Rule of Civil Procedure 19 only in its use of gendered
prono uns. Istituto Bancario Italiano v. Hunter Eng’g Co., 449 A.2d 210,
226 (D el. 1982).
17Several single-jud ge-authored , unpublished opinions of the
Delaware Chancery C ourt reach inconsistent results. We note the
divergence, but we are no t swayed by any of these unpublished opinions.
In National Education Corp. v. Bell & Howell Co., No. 7278, 1983 W L
8946 (Del. Ch. Dec. 13, 1983) (unpublished), a Chancellor assumed,
without deciding, that the shareholders’ interests could not be adeq uately
represented by the named company, although it ultimately held based
upon other Rule 19(b) factors that the action did not need to be dismissed.
Id. at *4. B y contra st, a different Chancellor in Flerlage v. KDI Corp.,
No. Civ. A. 8007, 1986 WL 1397 (Del. Ch. Jan. 29, 1986) (unpublished),
parent defrauded the bank by issuing a block of shares that
were eventually sold to another entity, “Tools.” Id. at 212.
Tools had been named as a defendant, but defendant Hunter
moved to dismiss under Rule 12(b)(7) because the court could
not assert personal jurisdiction over Tools. The Delaware
Supreme Court16 wrote that “the current owner of the shares
which plaintiff IBI seeks to have canceled[] clearly has an
interest relating to the subject matter of the action such that
disposition of the action in its absence as a practical matter
may impair or impede its ability to protect that interest.” Id.
at 226. The court believed that Tools “me[t] the criterion set
forth in Rule 19 for an indispensable party” even though the
corporation that issued the stock had also been named, but the
court ultimately ruled that the action did not need to be
dismissed because the court properly had personal jurisdiction
over Tools. In so holding, the Istituto court followed a line of
Delaware cases holding that shareholders are indispensable
parties in actions to cancel or invalidate shares of stock.
Elster v. Am. Airlines, Inc., 106 A.2d 202 (Del. Ch. 1954);
Hodson v. Hodson Corp., 80 A.2d 180 (Del. Ch. 1951).17 No

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 31
held that the interests of holders of preferred stock would be fully
protected by the na med corp oration. Id. at *6-7. It is difficult to consider
KDI as persuasive because it directly conflicts with the Istituto B anc ario
decision and its line of predec essors but fails to reconcile the differences.
Furthermore, the KDI decision places great weight on two federal
app ellate decisions that do not discuss the propriety of joining a
shareholder that faces the invalidation of its stock or the voting rights in
that stock. See O wens-Illinois, Inc. v. Lake Shore Land Co., 610 F.2d
1185, 1191 (3d Cir. 1979) (ruling that a named plaintiff could represent
the interests of the absentee when the action sought the termination of an
option to purchase pro perty); Fetzer v. Cities Serv. Oil Co., 572 F.2d
1250, 1253-54 (8th Cir. 1978) (holding that absentee railroad did not need
to be jo ined in an actio n regarding royalty payments because named
plaintiff had a similar interest in receiving the royalty payments).
federal court of which we are aware has held that a named
corporation adequately represents the interests of a small
group of shareholders who stand to lose a large number of
shares such that those shareholders’ interests will not be
prejudiced in their absence. But cf. OmniOffices, Inc. v.
Kaidanow, No. Civ. A. 99-0260, 2001 WL 1701683, at * 8
(D. D.C. Sept. 12, 2001), rev’d on other grounds sub nom.
CarrAmerica Realty Corp. v. Kaidanow, 321 F.3d 165 (D.C.
Cir. 2003) (shareholder controlling a substantial portion of
shares to be voided was not indispensable because named
party agreed to indemnify the absentee in the event that the
shares were invalidated); Wheaton v. Diversified Energy,
LLC, 215 F.R.D. 487, 490 n.2 (E.D. Pa. 2003) (holding that
a subsidiary is adequately represented by the parent when its
shareholder interests may be impacted).
Particularly in light of the tendency of courts to join all
shareholders whose rights will be determined by litigation, we
cannot say that TCI and the TCI Board adequately represent
the interests of TG Partners. There is a similarity of interests,
but the interests are not identical; TG Partners monolithically
desires to maintain its voting rights while TCI and the TCI
Board must respond to and defend themselves from various
other charges of breach of fiduciary duties unrelated to the
32 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
18W e cannot accept a rule by which a corp oration, or any other p arty,
is considered to represent the interests of the absentee simply by virtue of
the corp oration’s attempt to invoke Rule 19 and join the absentee. To do
so wo uld render R ule 19 a nullity.
continued existence of the Series B shares.18 These distinct
but overlapping interests could come into conflict; TCI is
responsible in this litigation to act not only for the best
interests of the Series B shareholders, but for the best interests
of the corporation and all its shareholders.
On appeal, Glancy does not even suggest that TCI or the
TCI Board adequately represents the interests of TG Partners.
Instead, Glancy argues that Robert and William Taubman,
who are named parties, can adequately represent TG
Partners’s interests. Glancy Br. at 18. There are several
reasons why this is questionable. First, the Taubman sons
were named as members of the TCI Board, not as individual
Series B shareholders. As explained above, the TCI Board’s
interests are not completely identical to those of TG Partners.
Second, even if the Taubman sons were named as individual
shareholders, they control a relatively tiny number of Series
B shares in their own names (12,000 out of the 24 million
shares controlled by the Taubman family). As individual
shareholders, they would have a similar interest in fighting
any action to invalidate the stock, but the intensity of that
interest differs from TG Partners’s interest, as TG Partners
controls five hundred times more shares. Courts have held
that asymmetry in the intensity of the interest can prevent a
named party from representing the interests of the absentee.
See Nat’l Union Fire Ins. Co. v. Rite Aid of S.C., Inc., 210
F.3d 246, 251 (4th Cir. 2000) (holding that although both the
named subsidiary and the unnamed parent had an identical
interest in the subsidiary being covered as a beneficiary of a
liability policy, the subsidiary could not represent the parent’s
interest regarding the impact of the court’s decision on future
cases concerning coverage); Burger King Corp. v. Am. Nat’l
Bank & Trust Co. of Chicago, 119 F.R.D. 672, 678 (N.D. Ill.

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 33
1988) (finding that even though named corporation/franchisor
and unnamed franchisee both sought determinations that they
did not violate the lease, the named franchisor could not
adequately represent the interests of the franchisee because
the latter faced greater future liability). Third, to the extent
that Glancy is arguing that the Taubman sons can protect the
interests of the Taubman family regarding the Series B stock
because Alfred Taubman will exert his influence through their
presence, see Glancy Br. at 18-19, Roberts and William’s
function in this capacity does not assure that the interests of
the non-Taubman-family partners in TG Partners will be
protected. See infra p.6-7 (partially listing the partners of TG
Partners).
ii. Adequate Representation by Alfred Taubman
Given that none of the named parties can adequately
represent the interests of TG Partners, we must consider
whether Alfred Taubman should be named as a necessary
party who can represent the interests of the absentee, TG
Partners. Glancy discussed Alfred Taubman in his complaint,
but Glancy did not name Alfred Taubman as a defendant. In
their answer and their brief opposing Glancy’s action,
defendants TCI and the TCI Board did not request that
Taubman be joined. Nor did they file a Rule 12(b)(7) motion
seeking dismissal of the action for failure to join Alfred
Taubman. However, the district court considered the joinder
of Alfred Taubman and its effect on whether the action should
be dismissed pursuant to Rule 19(b). Both parties also
discuss the issue in their appellate briefs. Glancy Br. at 17-19
(arguing that Alfred Taubman either directly, or indirectly
through his sons, can adequately represent the interests of TG
Partners, although not explicitly asking for Alfred Taubman’s
joinder); TCI Br. at 33 n.18. Furthermore, we may raise the
issue of joinder sua sponte. 4 Moore’s Federal Practice
§ 19.02[4][b][ii], at 19-27.
We discuss the joinder of Alfred Taubman mainly to assess
whether the impact of his presence as a party and his ability
34 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
19The record on appeal reflects that Alfred Taubman owns or votes
17.7 million shares through TRV, TRA, T aub-Co, and the A. Alfred
Taubman Revocable trust. Alfred Taubman is also the sole shareholder
of the corporation, TG M ichigan, Inc., that is the managing general
partner of TG P artners and that votes all of the shares of TG Partners. It
is alleged that Alfred Taubman votes TG Par tners’s Series B shares on
behalf of the partners of TG Partners through TG M ichigan, Inc. J.A. at
474 (Poissant Decl.). It is unclear based upon these facts whether there
exists between T G M ichigan, Inc. and A lfred Taubman “such a unity of
interest and ownership that the separate personalities of the corporation
and its owner cease to exist.” United States v. Cordova Chem. Co., 113
F.3d 572 , 580 (6th C ir. 199 7), vacated on other grounds sub nom. Mich.
Dep’t of Envtl. Quality v. Bestfoods, 524 U.S. 924 (1998). Alfred
Taubman’s relationship with TG Partners is important because the
citizenship of all members of a partnership impacts diversity jurisdiction
even if only one general partner, as op posed to the partnership itself, has
been name d as a party to a suit. Halleran v. Hoffman, 966 F.2d 45, 47-48
(1st Cir. 199 2); Stouffer Corp. v. Breckenridge, 859 F.2d 75 , 76 (8th Cir.
1988); Carlsberg Res. Corp. v. Cam bria Sav. & Loan A ss’n, 554 F.2d
to represent the interests of TG Partners would obviate the
need to dismiss the action because of TG Partners’s effect on
subject matter jurisdiction. Based upon the factual record we
currently possess, we cannot determine whether Alfred
Taubman, named in his individual capacity as the owner
and/or voter of 17.7 million Series B Shares, can adequately
represent the interests of TG Partners. Upon remand, the
district court and the parties must address this issue. If TG
Partners’s interests will not be adequately represented by the
joinder of Alfred Taubman in his individual capacity,
Glancy’s action must be dismissed because TG Partners will
be indispensable given that the action cannot proceed in its
absence. If TG Partners’s interests can be adequately
represented by Alfred Taubman, the district court must
analyze whether Alfred Taubman’s joinder is proper under the
three steps of Rule 19. The court must assess whether Alfred
Taubman has “an interest relating to the subject of the action
and is so situated that the disposition of the action in [his]
absence may (i) as a practical matter impair or impede [his]
ability to protect that interest,” Fed. R. Civ. P. 19(a)(2)(i), and
whether his joinder is possible.19 If his joinder is not

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 35
1254, 1258-59 (3d Cir. 1977). The S upreme Co urt has held that the
citizenship of all members of a joint-stock company, which was referred
to as a “mere partnership,” must be considered even though the company
brought suit only on behalf of its president. Chapm an v. Barney, 129 U.S.
677, 682 (1889); cf. United Steelworkers v. R.H. Bouligny, Inc., 382 U.S.
145 (1965) (citizensh ip of labor union consists of state of citizenship of
each member of the union and not just union’s principal place of
business).
possible, the court must, pursuant to Rule 19(b), then
determine whether “in equity and good conscience” the action
can proceed in Alfred Taubman’s absence or whether the
action must be dismissed. Without the presence of a party
who can adequately represent the interests of TG Partners, the
action must be dismissed.
III. CONCLUSION
Because of the multiple pleading, jurisdictional, and joinder
complications with this appeal, several of which cannot be
resolved on the basis of this record, we VACATE the
judgment of the district court. We REMAND to the district
court with instructions to resolve the incongruence between
the relief Glancy seeks and the parties he has named. The
district court must analyze whether Alfred Taubman can
adequately represent the interests of TG Partners and whether
Alfred Taubman can be joined in his individual capacity as a
Series B shareholder under the strictures of Rule 19. If Alfred
Taubman cannot adequately represent the interests of TG
Partners, the action must be dismissed because the court
cannot “in equity and good conscience” proceed without TG
Partners, whose interests will be impaired by a judgment
invalidating the Series B stock, but who cannot be joined
because of the requirement of complete diversity for subject
matter jurisdiction.
36 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
___________________
CONCURRENCE
___________________
ROGERS, Circuit Judge, concurring. I concur in the
judgment and in Judge Moore’s careful and thoughtful
opinion, with the exception of part II.C.2.
In this case, it appears clear that “adequacy of
representation” by one shareholder of an absent shareholder’s
interest is not enough to make the absent shareholder
“unnecessary” for purposes of Rule 19(a). “Adequacy of
representation” therefore becomes relevant in the context of
this case only at the Rule 19(b) stage. I am reluctant to
conclude, however, that “adequacy of representation” is
categorically not to be considered as part of a Rule 19(a)
analysis, and such a conclusion is unnecessary to our holding.

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 37
_____________________________________________
CONCURRING IN PART, DISSENTING IN PART
_____________________________________________
RYAN, Circuit Judge, concurring in part and dissenting in
part. While I agree that the district court’s judgment
dismissing the plaintiff’s lawsuit must be vacated and the case
remanded, I respectfully disagree with the majority’s analysis.
I believe my colleagues have imposed on the plaintiff their
own idea of the ideal complaint and the relief they think such
a complaint should have requested, rather than reading the
complaint as it was written. While the majority rightly faults
Glancy for his wildly inconsistent use of the term “the
Taubman family” throughout his amended complaint, the
amended complaint clearly demonstrates that Glancy sought
no relief with respect to A. Alfred Taubman. Glancy
explicitly excluded from his suit “Non-party A. Alfred
Taubman,” who allegedly “own[ed] and/or control[ed]
186,937 shares of Taubman Centers common stock and
24,669,087 shares of Series B [stock].”
In my judgment, vacatur and remand are nevertheless
appropriate because the district court failed to make adequate
findings of fact and conclusions of law, thereby depriving this
court of “‘a sufficiently definite predicate for proper appellate
review.’” Cousin v. McWherter, 46 F.3d 568, 574 (6th Cir.
1995) (citation omitted); see also Fed. R. Civ. P. 52.
The district court appears to have concluded that although
A. Alfred Taubman was not named as a defendant in this suit,
the plaintiff Glancy’s request for declaratory and injunctive
relief against “the Taubman family” would, if granted,
prevent A. Alfred Taubman from voting “the Series B stock
that he owns or controls.” The district court then assumed
that an injunction against A. Alfred Taubman in his individual
capacity would prevent TG Partners (TG) from voting its
Series B shares. The court appears to have relied upon cases
in which general partners have been named either on behalf
38 Glancy v. Taubman Centers, Inc. et al. No. 03-1609
of their partnerships or in their capacity as partners, which
suggests that the court thought that an injunction against a
person in his individual capacity would have the same effect
as an injunction against a person in his capacity as a general
partner of a partnership. The court assumed, without
explanation, that there was “no substantive difference”
between an injunction against A. Alfred Taubman in his
individual capacity and an injunction against him in the
capacity of the managing general partner of TG. The first
difficulty with this assumption is that A. Alfred Taubman is
not the managing general partner of TG. A corporation of
which A. Alfred Taubman is the sole shareholder is the
managing general partner of TG. The district court made no
findings of fact or conclusions of law to support its
assumption that an injunction against A. Alfred Taubman
individually would prevent a separate entity, the corporation
of which he is the sole shareholder, from voting TG’s Series
B stock.
Although the district court appears to have concluded that
if Glancy’s requested relief were granted, A. Alfred Taubman
(in some unspecified capacity) would suffer an impairment of
“his ability to vote the Series B stock that he owns or
controls,” the court did not conduct a Federal Rule of Civil
Procedure Rule 19 analysis with respect to A. Alfred
Taubman. Instead, it merely concluded that regardless of
whether A. Alfred Taubman should have been joined as a
party, “if Glancy’s relief is granted, the shares that A. Alfred
Taubman controls through the TG partnership would be
affected”; that is, TG would be prevented from voting its
Series B shares. The court also failed to conduct a Rule 19
analysis with respect to TG, which, likewise, was not a named
party in the action. Instead, it merely concluded that TG’s
citizenship had to be considered for diversity purposes.
In my judgment, the district court erred in taking an overly
simplistic view of the jurisdictional complexities of this case.
Specifically, it failed to distinguish between A. Alfred
Taubman’s various capacities, and instead, spoke generally of

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No. 03-1609 Glancy v. Taubman Centers, Inc. et al. 39
A. Alfred Taubman’s “interest in his ability to vote the Series
B stock that he owns or controls.” In my view, the
complexities of the case, particularly the various legal
capacities in which A. Alfred Taubman is involved, required
a far closer analysis. I would remand the case to afford the
court an opportunity to explain its reasoning.

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