The AG Deal Diary team found “The Siren Song of Unlimited Contractual Freedom,” authored by Leo Strine (Chief Justice of Delaware's Supreme Court) and Travis Laster (Vice Chancellor of the Court of Chancery), to be particularly interesting.

In it, the judges explore the contractual freedom accorded to alternative entities (including LLCs and LPs).  The judges identify some of the issues that arise in the negotiations between sponsors and investors using an alternative entity, including the lack of arms-length bargaining power, high transaction costs and unpredictability. They then propose a balanced framework for future structures, including standard fiduciary defaults.