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Fiduciary Duty › Contract Terms › Motion to Dismiss

Jackson Walker

Business Court of Texas Rebuffs Member’s Duty Claim, Reaffirms Freedom of Contract in LLC Agreement

Jackson Walker on

A recent opinion from the Business Court of Texas, Eighth Division (Fort Worth), provides a crisp reminder that an LLC’s company agreement can all but eliminate fiduciary duties among its members and managers. In Tall v....more

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

Littler

Second Circuit Rules ERISA Plan Can Be Reformed Absent Any Mistakes, Fraud or Other Inequitable Conduct

Littler on

The Second Circuit recently considered for the first time whether the equitable remedy of reformation was available under the Employee Retirement Income Security Act (ERISA) where a court determined that the written terms of...more

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