Christal McCamy

Cadwalader, Wickersham & Taft LLP

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

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

6/9/2025 / Breach of Contract , Contract Interpretation , Delaware , Fiduciary Duty , LLC Agreements , Minority Shareholders , Motion to Dismiss , Private Equity , Shareholder Litigation

Court of Appeals Upholds Contract Merger Clause

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

5/30/2025 / Appeals , Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Delaware General Corporation Law , Investors , Limited Liability Company (LLC) , Merger Clause , Promissory Estoppel

Nasdaq Board Diversity Rules Overturned by US Court of Appeals

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity...more

12/23/2024 / Board of Directors , Compliance , Corporate Governance , Diversity , Equal Employment Opportunity Commission (EEOC) , Fourteenth Amendment , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

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