The Delaware Supreme Court recently issued a significant decision in Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC, clarifying the importance of strict compliance with...more
In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more
8/13/2025
/ Appeals ,
Breach of Contract ,
Contract Disputes ,
Contract Drafting ,
Contract Terms ,
Delaware ,
Financial Sponsors ,
Limited Liability Company (LLC) ,
Non-Compete Agreements ,
Portfolio Companies ,
Private Equity ,
Restrictive Covenants ,
Unenforceable Contract Terms
In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
5/30/2025
/ Acquisition Agreements ,
Business Litigation ,
Contract Disputes ,
Contract Terms ,
Corporate Sales Transactions ,
Covenant of Good Faith and Fair Dealing ,
Delaware ,
Fiduciary Duty ,
Implied Covenants ,
Investment ,
Limited Liability Company (LLC) ,
Merger Agreements ,
Minority Shareholders ,
Private Equity
In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more
5/23/2025
/ Acquisition Agreements ,
Breach of Contract ,
Compensation & Benefits ,
Consideration ,
Contract Disputes ,
Contract Terms ,
Employee Incentive Plans ,
Employment Contract ,
Employment Litigation ,
Forfeiture ,
Motion to Dismiss ,
Non-Compete Agreements ,
Restrictive Covenants ,
Unenforceable Contract Terms
In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more