Although Delaware courts have been consistent in affirming the general principle that default fiduciary duties may be contractually modified in the context of Delaware limited partnerships by the limited partnership agreement, In re El Paso Pipeline Partners, L.P. Derivative Litigation, C.A. No. 7141-VCL (Del. Ch. April 20, 2015), serves as a reminder that transactions
Chancery Finds “Fair Value” Less than Merger Price in Appraisal Case
Gearreald v. Just Care, Inc., C.A. No. 5233-VCP (Del. Ch. April 30, 2012).
In this appraisal proceeding pursuant to 8 Del. C. § 262, the post-trial issue addressed by the Court was whether the “fair value” of the company was worth more than the $40 million acquisition price.
Statutory “Fair Value” Standard Not Applicable to Departing Accounting Firm Member’s Interest Due to LLC Agreement Terms
Showell v. Pusey, C.A. No. 3970-VCG (Del. Ch. Sept. 1, 2011).
This opinion interprets an LLC Agreement in order to determine what value, if any, a member is due for his interest in an accounting firm, formed as an LLC, in connection with his departure from the firm. The Court determined that …