Posted on August 9, 2010 by Francis G.X. Pileggi

Chancery Refuses to Impose Fiduciary Duties on Parties to LLC Agreement

Related Westpac LLC v. JER Snowmass LLC, C.A. No. 5001-VCS (Del. Ch. July 23, 2010), read opinion here. Brief Overview This case involves a suit between members of two LLCs formed to pursue a land development project in Snowmass, Colorado. When the funding needs of the project exceeded the agreed... Continue Reading...
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Posted on February 20, 2010 by Francis G.X. Pileggi

Chancery Rejects Fiduciary Duty Claim Due to No Equitable Jurisdiction

Gelof v. Prickett, Jones & Elliott, P.A., No. 4930-VCS (Del. Ch., Feb. 19, 2010), read letter ruling here. Holding: This letter decision from the Delaware Court of Chancery explains why the claims made in this case were not within its limited jurisdiction. That is, despite the claim of a breach... Continue Reading...
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Posted on September 28, 2009 by Francis G.X. Pileggi

Chancery Court Describes Disclosure Obligations and Revlon Duties of Directors in Transaction

The Washington Legal Foundation published an article here last week that is an overview I did of the recent Delaware Chancery Court decision in Wayne County Employees’ Retirement System v. Corti, 2009 Del. Ch. LEXIS 126 (Del. Ch. 2009). The Court's opinion describes the duties of directors in the context... Continue Reading...
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Posted on April 21, 2009 by Francis G.X. Pileggi

Chancery Court Imposes Fiduciary Duties on LLC Members

Bay Center Apartments Owner, LLC v. Emery Bay PKI, LLC, Del. Ch., No. 3658-VCS (April 20, 2009), read opinion here. This Delaware Chancery Court decision addresses fiduciary duties and related issues in an LLC context, and should be of great interest to those lawyers who practice business litigation. Legal Issues... Continue Reading...
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Posted on December 19, 2008 by Francis G.X. Pileggi

Chancery Interprets LLC Agreement that Modifes Fiduciary Duties

Kahn v. Portnoy, (Del. Ch., Dec. 11, 2008), read opinion here. This Chancery Court opinion deals with the important concept of the ability to modify fiduciary duties in an LLC agreement. In this derivative case involving an LLC, the LLC agreement's modification of fiduciary duties was not clear enough to... Continue Reading...
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Posted on September 7, 2008 by Francis G.X. Pileggi

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

In Re Lear Corp. Shareholder Litigation, 2008 WL 4053221 (Del. Ch., Sept. 2, 2008), read opinion here. This is the third Chancery Court decision in about as many (business) days that addresses the issue of whether: claims against a board of directors will be dismissed based on the exculpation clause... Continue Reading...
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Posted on September 2, 2008 by Francis G.X. Pileggi

Chancery Bars Claims Based on Section 102(b)(7) Exculpation Clause

In McPadden v. Sidhu, (Del. Ch., Aug. 29, 2008), read opinion here, the Delaware Chancery Court found that demand was excused under Chancery Court Rule 23.1 but barred claims--by granting a motion to dismiss under Rule 12(b)(6), against the directors despite their apparent apparent violation of their duty of... Continue Reading...
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