Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) -
An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
Angel v. Warrior Met Coal, Inc., C.A. No. 2019-0235-SG (Del. Ch. Jun. 30, 2021) -
Under Delaware’s notice pleading standard, a plaintiff’s claim will survive a motion to dismiss if it is “reasonably conceivable” that the...more
Trials involving books and records requests have become more common since the Delaware Supreme Court encouraged stockholder plaintiffs to use the “tools at hand” to discover information necessary to establish demand futility...more
Acela Invs. LLC v. DiFalco, C.A. No. 2018-0558-AGB (Del. Ch. Apr. 27, 2020).
This case affirms that, absent an abuse of discretion, the Court of Chancery will defer to a sale agreement proffered and negotiated by a...more
Court Finds Parties Eliminated Common-Law Fiduciary Duties -
Under Delaware law, the members of a limited liability company may eliminate or modify the common-law fiduciary duties of loyalty and care in their operating...more
The Innovation Institute, LLC v. St. Joseph Health Source, Inc., C.A. No. 2019-0156 JRS (Del. Ch. Aug. 28, 2019).
Despite the plaintiff’s request for specific performance and an arbitration provision that carved-out...more
Li v. LoanDepot.com, LLC, C.A. No. 2019-0026-JTL (Del. Ch. Apr. 24, 2019).
Delaware law permits parties conducting their business as limited liability companies to include mandatory arbitration or forum selection clauses...more
Delaware statutes enabling formation of unincorporated entities like limited liability companies (LLCs) and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom...more
Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner...more
A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more
9/18/2015
/ Bad Faith ,
Business Court Division ,
Choice of Entity ,
Conflicts of Interest ,
Contract Disputes ,
Corporate Governance ,
Fiduciary Duty ,
General Partnerships ,
Kinder Morgan ,
Limited Liability Company (LLC) ,
Master Limited Partnerships ,
Partnership Agreements ,
Reorganizations ,
Subsidiaries