In Allen v. Encore Energy Partners, L.P., No. 534, 2012 (Del. July 22, 2013), the Delaware Supreme Court held that, in a suit challenging a merger of a limited partnership with its controlling general partner, the contractual duties imposed in the limited partnership agreement supplanted common law fiduciary duties and insulated defendants from liability for the merger negotiations. The limited partnership agreement imposed on directors a contractual duty of “subjective good faith” when confronted with a conflict of interest, and further provided several “safe harbors” immunizing directors from liability. The partnership agreement specifically provided that in a merger transaction, the contractual duty of good faith was deemed satisfied “if a committee of independent directors grants ‘Special Approval’ to a transaction, so long as the independent directors themselves act with subjective good faith.” Affirming the trial court’s dismissal of the complaint, the Delaware Supreme Court held that the safe harbor was effective to insulate defendants from liability: “We conclude that the plaintiff’s allegations that the independent directors failed to negotiate effectively do not permit a reasonable inference that the independent directors breached their duty to act with subjective good faith, and therefore we AFFIRM the Court of Chancery’s dismissal of the complaint.”