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Motion to Dismiss › Private Equity

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds Private Equity Majority Owner Not Liable to Minority Investors Where LLC Agreement Waived Fiduciary...

Cadwalader, Wickersham & Taft LLP on

In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD.  In Kahn, et al. v. Warburg Pincus, et...more

Morris James LLP

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

Morris James LLP on

Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

Farrell Fritz, P.C.

Business Appraiser Liability? That’s a New One.

Farrell Fritz, P.C. on

We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser liability?...more

Vinson & Elkins LLP

Invest in Texas: A Powerful Defense of Limited Liability

Vinson & Elkins LLP on

Chris Popov and Mike Heidler, partners at Vinson & Elkins, talk through a major opinion from the Texas Supreme Court, their role in the case, and what it means for investors in Texas companies....more

Bracewell LLP

546(e)’s Not-So-Safe Harbor: Second Influential Judge Echoes Concerns that Broad Exemption Shelters Pirates

Bracewell LLP on

Delaware Judge Brendan Shannon has joined calls for reforming Section 546(e) of the bankruptcy code, echoing concerns that the section’s safe harbor from fraudulent transfer liability has allowed investors to “loot privately...more

King & Spalding

Fraudulent Transfer Claims Against Investors Survive Motions to Dismiss

King & Spalding on

On October 12, 2022, the U.S. Bankruptcy Court for the Southern District of New York denied motions to dismiss fraudulent transfer claims asserted against certain investors in Tops Holding II Corporation. In 2007, a group of...more

Herbert Smith Freehills Kramer

Are There Limits to the Remedial Powers of an Indenture Trustee?

Herbert Smith Freehills Kramer on

In the recent case of Cortlandt St. Recovery Corp. v. Bonderman (NY Ct. Ap. Feb. 20, 2018), the New York Court of Appeals addressed the question of the limits on the authority of an indenture trustee to pursue remedial...more

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