John Wick - What You Need To Know about the Corporate Transparency Act
PODCAST: Williams Mullen's Benefits Companion - ERISA Forfeiture Litigation
Once Removed Episode 24: Expressing Goals and Intent for the Trust
Episode 322 -- Checking in on Caremark Cases
What Can A Tax Attorney Do For You? A Podcast With Janathan Allen
PODCAST: Williams Mullen's Benefits Companion - New Federal Rule Aims to Hold Investment Advisors to a Higher Standard
A Primer On Trusts - A Podcast with Janathan Allen
Podcast - Deberes fiduciarios de los administradores
New SEC Private Funds Rules – What Is Happening and What You Need to Know - Troutman Pepper Podcast
Podcast Episode 189: Adding Context to Compliance and Color To Your Legal Practice
BVI Companies and M&A
Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
PODCAST: Williams Mullen's Benefits Companion - Court Decisions Impacting Plan Sponsors and Fiduciaries
Litigation Trends In the Private Equity and Venture Capital Space
PODCAST: Williams Mullen's Benefits Companion - What Constitutes Plan Assets Under ERISA?
Update and Discussion on Legal and Practical Issues
Anne Daly, Judy Ringholz and Steve Ortquist on Healthcare Compliance Program Reviews
#WorkforceWednesday: SCOTUS in Review, Biden Acts to Limit Non-Competes, NY HERO Act Model Safety Plans - Employment Law This Week®
PODCAST: Williams Mullen's Benefits Companion - Missing Plan Participants
Board Diversity Podcast
W.D.C. Holdings, LLC v. IPI Partners, LLC, C.A. No. 2020-1026-JTL (Del. Ch. June 22, 2022) - Two entities entered into a joint venture to develop data centers for Amazon. One entity managed the joint venture day to day,...more
One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more
In Re Cadira Group Holdings, LLC Litigation, Consolidated C.A. No. 2018-0616-JRS (Del. Ch. July 12, 2021) - The Delaware Limited Liability Company Act provides that “the fiduciary duties of a member, manager, or other...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) - The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
Pearl City Elevator, Inc. v. Gieseke, C.A. No. 2020-0419-JRS (Del. Ch. Mar. 23, 2021) - Under Delaware law, limited liability company agreements are interpreted like other contracts; they are read as a whole in light of...more
Hindlin v Gottwald, C.A. No. 2019-0586-JRS (Del. Ch. July 22, 2020) - The plaintiff, a minority investor (“Plaintiff”) in a Delaware limited liability company, Core Nutrition, LLC (the “Company”), brought an action for...more
77 Charters, Inc. v. Gould, C.A. No. 2019-0127-JRS (Del. Ch. May 18, 2020) - The Court of Chancery held that a waiver of the corporate opportunity doctrine did not by itself constitute a waiver of default fiduciary duties...more
360 Campaign Consulting, LLC v. Diversity Communication, LLC, C.A. No. 2019-0807-MTZ (Del. Ch. Mar. 20, 2020). Following a dispute between the two members of a Delaware LLC, Plaintiff filed an eleven (11) count complaint...more
The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al. The dispute was among members of a Delaware limited liability company, Skye Mineral...more
MKE Holdings v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019). Under Delaware law, the managers of a limited liability company owe the entity and its members the traditional common law fiduciary duties of care...more
Eagle Force Holdings, LLC v. Campbell, C.A. No. 10803-VCMR (Del. Ch. Aug. 29, 2019). Parties to a contract must provide evidence of an overt manifestation of assent for a contract to be enforceable under Delaware law....more
The Probate & Fiduciary Litigation Newsletter compiles recent Trust & Estate cases. Our lawyers are at the forefront of this area of the law, shaping how it is handled in the Probate and Family Court. Goulston & Storrs is the...more
CSH Theatres L.L.C. v. Nederlander of San Francisco Associates, C.A. No. 9380-VCMR (Del. Ch. July 31, 2018) - This drama arises from a dispute involving the Curran Theatre in San Francisco. The decision mostly deals with...more
A&J Capital, Inc. v. Law Office of Krug, C.A. No. 22018-0240-JRS (Del. Ch. July 18, 2018) - This decision holds that, absent contrary language in an LLC operating agreement, members do not need to provide notice and an...more
Delaware has long been the jurisdiction of choice when forming a limited liability company (LLC). One reason is flexibility, with members themselves having the power to define their preferred relationship within their LLC...more
Obeid v. Gemini Real Estate Advisors LLC, C.A. No. 2017-0510-JTL (Del. Ch. June 5, 2018) - To facilitate the proper exercise of one’s fiduciary duties, the right of directors to inspect a corporation’s books and records is...more
The Delaware Limited Liability Company Act’s policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements. The act permits parties to eliminate common-law fiduciary duties, and...more
In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) - This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more
Miller v. HCP & Company, C.A. 2017-0291-SG (February 1, 2018) - This decision resolves the tricky issue of when the provisions of an LLC agreement do not allow “gap filling” so as to permit a claim for violation of the...more
This decision holds that a creditor lacks standing to bring breach of fiduciary duty claims arising out of the management of an LLC. Of course, creditors are better served by drafting the loan documents to protect their...more
This decision explains how a provision in an LLC agreement waiving fiduciary duties is to be applied in the context of conflicted transactions. It is a good summary of Delaware law on that issue. ...more
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more
The Delaware LLC Act provides for personal jurisdiction in Delaware over those who manage a Delaware LLC—i.e., those who are named as managers in the LLC agreement, and those who participate materially in the LLC’s...more
Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more