Limited Partnership Rollup Reform Act of 1991

Limited Partnership Rollup Reform Act of 1991 - Amends the Securities Exchange Act of 1934 to revise proxy solicitation rules with respect to partnership rollup transactions (in which general partners combine several limited partnerships into one unit that trades on a stock exchange).

Prohibits proxy solicitations and tender offers in connection with partnership rollup transactions unless such transactions are conducted in accordance with rules prescribed by the Securities and Exchange Commission (SEC) which include: (1) the right of the affected security holders to communicate among themselves regarding possible opposition to the proposed rollup without being required to file soliciting material with the SEC; (2) a prohibition against compensating the solicitor of such transactions on the basis of whether the solicited consents, proxies, or authorizations either approve or disappprove the proposed transaction, (or contingent upon the transaction's approval, disapproval, or completion); (3) the requirement that the issuer provide affected security holders with a list of holders of record of such securities (but permitting deletions on request to preserve confidentiality); (4) concise and understandable disclosure of specified transaction aspects; (5) the requirement that soliciting materials include an independent opinion on the fairness of the proposed transaction according to specified criteria; and (6) the requirement that the solicitation or offering period be for at least a 60-day period. Provides for exemptions from such rules.

Sets forth a schedule for SEC issuance of interim and final rules.

Requires the rules of a national securities association to prevent association members from participating in any rollup transaction unless it protects rights of dissenting limited partners, including: (1) the right to an appraisal and compensation or to retain a security under the same terms and conditions as the original issue; (2) the use of an independent committee that is unaffiliated with the general partner or sponsor which has the authority to protect the interest of limited partners; (3) the right not to have limited partners' voting power unfairly reduced or abridged; (4) the right not to bear an unfair portion of the costs of a rejected rollup; and (5) restrictions on the conversion of management profit-sharing interests and incentive fees into asset-based management fees.

Requires a national securities exchange to prohibit the listing of any security resulting from a rollup transaction unless it provided for such dissenting limited partners' rights.

Requires the rules of a registered securities association to prohibit any automated quotation system from quoting any security resulting from a rollup transaction unless it provided for the same rights of dissenting limited partners.