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
Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more
In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more
On March 25, in Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM, the Delaware Court of Chancery held that a limited liability company’s contractual right to repurchase a member’s units upon the termination...more
On August 1, several amendments to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101, et seq. (DRULPA), and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (DLLCA)...more