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Fiduciary Duty Waivers

Proskauer - Employee Benefits & Executive...

District Court Enforces Arbitration Clause in ERISA Plan Document

A federal district court judge in the Eastern District of Kentucky has enforced an ESOP’s arbitration clause, sending P.L. Marketing Inc. employees’ breach of fiduciary duty claims on behalf of a putative class to individual...more

Jackson Walker

SEC Adopts Sweeping New Private Fund Adviser Rules

Jackson Walker on

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”), by a party-line vote of 3-2, adopted new rules applicable to investment advisers to private funds (“Private Fund Advisers”) that address transparency,...more

Dechert LLP

Delaware Court of Chancery Offers Guidance on Enforceability of Contractual Waivers Not to Sue for Breach of Fiduciary Duty

Dechert LLP on

Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court...more

Patterson Belknap Webb & Tyler LLP

Fiduciary Duties Waivable by Contract, Precluding Claims

The U.S. Bankruptcy Court in Manhattan recently reminded us why Delaware choice-of-law provisions are so popular in limited partnership and other agreements.  In an adversary proceeding, Judge David S. Jones held that...more

Gray Reed

Caution: Court Finds Fiduciary Waivers Ineffective

Gray Reed on

In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with...more

Farrell Fritz, P.C.

Appellate Ruling Puts Pappas v. Tzolis to the Test

Farrell Fritz, P.C. on

The New York Court of Appeals’ 2012 opinion in Pappas v Tzolis, decided in the wake and spirit of that court’s rulings the year before in the Centro Empresarial v America Movil and Arfa v Zamir cases, raised the bar for...more

Cadwalader, Wickersham & Taft LLP

Something Special, April 2021 | Issue No. 23 - Don’t Be Cruel: Appellate Division Upholds Waiver of Fiduciary Duties But Denies...

Can contracting parties waive all common law fiduciary duties? That was one of the questions presented to the New York Supreme Court, Appellate Division, First Department (the “Court”) in 111 West 57th Investment LLC, on...more

Jaburg Wilk

New Arizona Limited Liability Act - Do I Really Need a New Operating Agreement?

Jaburg Wilk on

The Revised Arizona Limited Liability Act ("New Act") has been effective since September 1, 2019 for new limited liability companies ("LLCs"). It now becomes effective for any existing LLCs on September 1, 2020. Especially...more

Holland & Hart LLP

In the Matter of Joanne Black

Holland & Hart LLP on

The third Colorado Court of Appeals opinion relating to the conservatorship of Joanne Black was issued recently. The opinion addresses an issue of first impression in Colorado involving jurisdiction over a foreign trust...more

Carlton Fields

Real Property, Financial Services, & Title Insurance Update: Week Ending February 7, 2020

Carlton Fields on

Real Property Update - Fraudulent Transfer: Real property that was worth less than mortgage encumbering it was not an asset per the plain language of section 726.102(2) and, therefore, could not support fraudulent transfer...more

Winstead PC

Business Owners Take Note as Enterprise Completes Its Mission: Supreme Court Holds No Common Law Partnership Was Formed with ETP

Winstead PC on

The long-running legal saga between Enterprise Products Partners (“Enterprise”) and Energy Transfer Partners (“ETP”) may finally be nearing its end after the Texas Supreme Court issued a unanimous decision last Friday,...more

Winstead PC

ETP v. Enterprise: Texas Partnership Created by Conduct — A Dog That Won’t Hunt

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Following Supreme Court arguments last month, the final chapter in the long-running legal battle between Energy Transfer Partners LP (“ETP”) and Enterprise Products Partners (“Enterprise”) is finally coming to an end. ETP is...more

Proskauer - Employee Benefits & Executive...

ERISA’s Six-Year Statute of Repose for Fiduciary-Breach Claims Can Be Tolled

The Eleventh Circuit ruled that ERISA’s six-year statute of repose can be tolled by the parties even though it is a statute of repose. During pre-litigation negotiations between the U.S. Department of Labor and a trustee of...more

Winstead PC

Court Reversed A Finding Of Breach Of Fiduciary Duty (And $470,000,000 Judgment) Because No Partnership Ever Existed Due To The...

Winstead PC on

In Enterprise Prods. Partners, L.P. v. Energy Transfer Partners, L.P., the jury found Enterprise Products Partners, L.P. (“Enterprise”) was in a general partnership with Energy Transfer Partners, L.P. (“ETP”) regarding a...more

Allen Matkins

Does Disclosure Of Results Of Internal Investigation Constitute Subject Matter Waiver?

Allen Matkins on

Last Friday, I wrote about one of the docketed appeals in Wynn Resorts, Limited v. Eight Jud. Dist. Ct., 41 Nev. Adv. Op. 52 (2017). Today’s post concerns the other docketed appeal in that case. This appeal addressed...more

WilmerHale

Insolvency at Its Limits: What Management and Creditors of Insolvent LLCs and LPs Should Know About Fiduciary Duties Waivers and...

WilmerHale on

Delaware law allows members and partners of limited liability companies (LLCs) and limited partnerships (LPs) to waive the fiduciary duties of their management in their LLC or LP agreements. When an LLC or LP is insolvent,...more

Bass, Berry & Sims PLC

Chris Lazarini Provides Insight on Waiving Contractual Right to Arbitration

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini provided insight on factors a court should consider when determining whether a party has waived a contractual right to arbitration. The factors, which are tied to potential prejudice...more

McCarter & English, LLP

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

Pierce Atwood LLP

Alternative Duties for Alternative Entities: High Court Allows LLC and LLP Managers to Limit or Waive Fiduciary Duties

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The nation’s leading forum for business and shareholder disputes recently confirmed that alternative entities such as limited liability companies (LLCs), limited partnerships (LPs) and master limited partnerships (MLPs) can...more

Carlton Fields

New and Disruptive Technologies: The Care and Feeding of the New Economy [Expect Focus – Vol. I, Winter 2016]

Carlton Fields on

IN THE SPOTLIGHT - The CFPB Takes First Enforcement Action Related to Data Security Practices. LIFE INSURANCE - Class Certified in Unique Fixed Indexed Annuity Case. Alleged Misrepresentations to DFS Warrant...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

The Rosenbaum Law Firm Review - January 2016

Future Trends In 401(k) That A Plan Sponsor Should Be Aware Of. Who to pick and why. What was good yesterday might not be good today. There were cigarette ads in the 1930s that suggested that smoking had health...more

Winstead PC

Court Affirmed Summary Judgment For Defendant/Attorney Regarding A Breach Of Fiduciary Duty Claim Arising From A Conflict of...

Winstead PC on

In Macias v. Gomez, a client sued his attorney for breach of fiduciary duty arising from the attorney’s trust later suing the client. No. 13-14-00017-CV, 2015 Tex. App. LEXIS 12967 (Tex. App.—Corpus Christi December 29, 2015,...more

Morrison & Foerster LLP - JOBS Act

Waivers of IPO Lock-up

We have previously commented on the lock-up requirement in connection with IPOs and noted that it has become somewhat more frequent for underwriters to release issuers and/or their shareholders (including directors and...more

Jackson Walker

Confidentiality Agreements: How To Draft Them And What They Restrict

Jackson Walker on

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

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