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Fiduciary Duty › Minority Shareholders › Covenant of Good Faith and Fair Dealing

Troutman Pepper Locke

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

Troutman Pepper Locke on

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

Robson & Robson, P.C.

The Hazards of 'Weaponizing' Capital Call and Dilution Provisions

Robson & Robson, P.C. on

There are many ways that an owner of a closely-held business can use their superior financial resources to gain an advantage over their co-owners in a dispute. One common way is the use of a capital call provision to dilute...more

Holland & Hart LLP

Minority Shareholders Are Fiduciaries Too

Holland & Hart LLP on

Often, a closely-held company comprises a large portion of a person’s wealth. In some instances, the company initially generated much of the person’s wealth. And in others, the company is formed as a vehicle to pass wealth...more

Cadwalader, Wickersham & Taft LLP

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

Cadwalader, Wickersham & Taft LLP on

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

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