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Delaware court addresses waivers of general partners' duties to limited partners

Herrick Feinstein LLP
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USA
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November 20 2012

A recent Delaware Court of Chancery decision highlights the importance of explicitly drafted waivers of fiduciary duty in Delaware limited partnership agreements

Transaction fails entire fairness doctrine - Delaware Court of Chancery awards $1.263 billion in damages

Herrick Feinstein LLP
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USA
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November 23 2011

The Delaware Court of Chancery has awarded Plaintiff-stockholders $1.3 billion in a derivative action challenging the fairness of an acquisition by Southern Peru Copper Corporation of a target company controlled by Southern Peru's controlling stockholder

Delaware court analyzes whether controlling stockholder, chairman and CEO may have violated contractual and fiduciary duties in negotiating a control premium

Herrick Feinstein LLP
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USA
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March 27 2012

Under Delaware law, a controlling stockholder owes minimal duties to minority stockholders and has the right to sell its stock without considering the interests of other stockholders

Delaware Supreme Court looks to plain meaning of company's charter to define "liquidation event"

Herrick Feinstein LLP
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USA
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May 30 2012

The Delaware Supreme Court recently upheld a Superior Court decision that in a merger, the holders of Omneon, Inc. (the "Company") Series C-1 preferred stock (the "Holders") were not entitled to a liquidation preference under the plain meaning of the Company's certificate of incorporation

New Jersey revised uniform Limited Liability Company Act

Herrick Feinstein LLP
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USA
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March 27 2013

As reported in our December Corporate Alert, the New Jersey Revised Uniform Limited Liability Company Act took effect on March 18, 2013. The Act

Delaware Court of Chancery refuses to read implied covenant of good faith and fair dealing into limited partnership agreements

Herrick Feinstein LLP
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USA
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September 27 2012

In one recent case, the Delaware Court of Chancery dismissed claims by former unaffiliated unitholders of a limited partnership against its general partner, directors and parent for breach of contractual duties and breach of the implied contractual covenant of good faith and fair dealing

Written consent of shareholder is invalid if corresponding exhibit not provided

Herrick Feinstein LLP
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USA
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March 27 2013

Section 228(a) of the Delaware General Corporation Law provides that shareholders can take action without a meeting, prior notice, or vote if

Corporate director advising potential investor and disclosing confidential information violates duty of loyalty to company

Herrick Feinstein LLP
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USA
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November 20 2012

Shocking Technologies, Inc. sued Balch Hill Capital, LLC, one of Shocking's stockholders, and Simon J. Michael, Balch Hill's manager and a director of Shocking

Delaware Court of Chancery upholds transfer of voting interests between members without consent of third member

Herrick Feinstein LLP
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USA
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September 21 2011

The Delaware Court of Chancery approved the transfer of a limited liability company membership interest, including both the economic and voting rights associated with that interest, to an existing member of the company without the consent of a third member

Delaware Chancery Court adheres to the objective theory of contracts

Herrick Feinstein LLP
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USA
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July 26 2012

The Delaware Chancery Court recently reiterated a fundamental rule of contract interpretation: where contract language is clear and unambiguous, the ordinary and usual meaning of the chosen words will generally establish the parties' intent

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