The Delaware Court of Chancery recently addressed a litany of claims that the buyer of a business breached its contractual and fiduciary duties by diverting new deals that deprived the sellers from reaching milestones in the purchaser’s new entity that would have triggered increased value.
waiver of fiduciary duty
Chancery Upholds Waiver of Fiduciary Duty of Controller
By Francis Pileggi on
Posted in Court of Chancery Updates
Hite Hedge LP v. El Paso Corp., C. A. No. 7117-VCG (Del. Ch. Oct. 9, 2012).
This pithy 12-page opinion is proof that small things can have value. The key issue in this case was whether a controlling party, who controlled the general partner of a limited partnership, was liable for breaches of fiduciary…
Chancery Upholds Agreement that Waives All Fiduciary Duties and Presumes Good Faith to Bar Claims for Breach of Implied Duty of Good Faith and Fair Dealing
By Francis Pileggi on
Posted in Court of Chancery Updates
Gerber v. Enterprise Products Holdings, LLC, et al., C.A. No. 5989-VCN (Del. Ch., Jan. 6, 2012), read 44-page opinion here. Professor Larry Hamermesh provides scholarly insights on the case here.
Issue Addressed.
This decision speaks to the limitations imposed by 6 Del. C. § 17-1101 on Delaware courts to address sanctionable conduct…