A recent Delaware Court of Chancery decision clarified Delaware law in connection with determining that an alleged violation of a non-disparagement clause could be the basis to trigger the repurchase of LLC interests post-closing, in connection with the sale of a company—notwithstanding the general rule that the absolute litigation privilege generally bars claims of defamation
primacy of contract
Chancery Allows Claims for Breach of Both Fiduciary Duty and Contract Against LLC Manager
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.…
Delaware Supreme Court Clarifies Implied Duty of Good Faith and Fair Dealing; Affirms Primacy of Contract Law
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Nemec v. Shrader, Del. Supr., Nos. 305, 2009 and 309, 2009 (Del. Supr. Apr. 6, 2010), read opinion here.
This Delaware Supreme Court opinion features an unusual and vigorous dissent, but is especially noteworthy for its statement of Delaware law on the implied duty of good faith and fair dealing which is imposed on…