Chancery Court Affirms Primacy of Derivative Claims and Deference to Contractual Fiduciary Duty Provisions in Limited Partnership Context

by VeloCap Media | Sep 30, 2011 | Law Updates, LU11

Document: Brinckerhoff v. Enbridge Energy Co., Inc., C.A. No. 5526-VCN (Del. Ch. Sep. 30, 2011) The Delaware Court of Chancery dismissed plaintiff’s claims that defendants, the general partner (the “GP”) of a master limited partnership (the “MLP”) and the GP’s board...

Court Invalidates Class Vote Adopted in Breach of Board’s Fiduciary Duties

by VeloCap Media | Sep 23, 2011 | Law Updates, LU11

Document: Johnston v. Pedersen, C.A. No. 6567-VCL (Del. Ch. Sept. 23, 2011) The Court of Chancery found that written consents representing a majority of the outstanding voting power of Xurex, Inc. (“Zurex”) were effective to remove and replace Zurex’s incumbent...

Delaware Supreme Court Affirms Chancery Court Decision on Indemnification for Contingency Fees

by VeloCap Media | Aug 11, 2011 | Law Updates, LU11

IAC/Interactive Corp., v. Brien, C.A. No. 629, 2010 (Del. Ch. Aug. 11, 2011) The Delaware Supreme Court affirmed the Court of Chancery’s determination that contingent fees are fees that are “incurred” for purposes of Section 145 of the Delaware General Corporation Law...

Chancery Court Interprets LLC Agreement to Allow Transfer of Membership Interests Without Consent of All Members

by VeloCap Media | Aug 9, 2011 | Law Updates, LU11

Document: Achaian, Inc. v. Leemon Family, LLC, et al., C.A. No. 6261-CS (Del. Ch. Aug. 9, 2011) The Court of Chancery granted a declaratory judgment in favor of Achaian, Inc. (“Achaian”), a member of Omniglow, LLC (“Omniglow”) and ordered the dissolution of  Omniglow...

Chancery Court Prohibits Hedge Fund Manager’s Use of Gate Provision to Restrict Withdrawal of Capital under Revenue Sharing Agreement

by VeloCap Media | Aug 8, 2011 | Law Updates, LU11

Document: Paige Capital Management, LLC, et al. v. Lerner Master Fund, LLC, et al., C.A. No. 5502-CS (Del. Ch. Aug. 8, 2011) The Court of Chancery refused to permit the management of a hedge fund (the “Paige Fund”) to use a so-called “Gate Provision” of a partnership...

Chancery Courts Denies Motion to Expedite Conflict Transaction Negotiated by Special Committee Except on Limited Disclosure Grounds

by VeloCap Media | Aug 3, 2011 | Law Updates, LU11

Document: In re Ness Technologies, Inc. S’holders Litig., C.A. No. 6569-VCN (Del. Ch. Aug. 3, 2011) The Delaware Court of Chancery confirmed that a conflict transaction negotiated by a fully functioning special committee would not be second-guessed by the Court. This...