Contract Terms, Limited Liability Company (LLC), Covenant of Good Faith and Fair Dealing

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

Troutman Pepper Locke on 5/30/2025

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

Delaware Case Examines Amendment-by-Merger Provision of LLC Act

Lathrop GPM on 10/4/2024

On August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more

LLC Managers or Members With “Sole Discretion” Must Still Act in Good Faith

Patton Sullivan Brodehl LLP on 7/27/2020

LLC managers (or members vested with decision-making authority) are sometimes lulled into a false sense of security by “sole discretion” provisions in their LLC’s operating agreement. That can be a costly mistake....more

Does an LLC Manager’s “Sole Discretion” Eliminate the Implied Covenant of Good Faith and Fair Dealing?

Patton Sullivan Brodehl LLP on 1/14/2019

It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult to challenge the manager’s decisions on key transactions, investments, and other...more

Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?

Farrell Fritz, P.C. on 2/12/2018

In the annals of business divorce litigation and assorted other disputes between co-owners of closely held business entities, the cause of action for breach of the implied covenant of good faith and fair dealing likely wins...more

Alternative Duties for Alternative Entities: High Court Allows LLC and LLP Managers to Limit or Waive Fiduciary Duties

Pierce Atwood LLP on 12/22/2016

The nation’s leading forum for business and shareholder disputes recently confirmed that alternative entities such as limited liability companies (LLCs), limited partnerships (LPs) and master limited partnerships (MLPs) can...more