Resources

Delaware Corporation Law Section Approves Amendments to Delaware’s Alternative Entity Acts

On April 6, 2018, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101 et seq. (the... Continue Reading

Court of Chancery Dismisses Implied Covenant Claim Arising Out of Privately Negotiated Sale Transaction

In Miller v. HCP & Company, 2018 WL 656378, the Court of Chancery granted defendants’ motion to dismiss an action seeking relief under the implied covenant of good faith and fair dealing under the subject company’s limited liability company agreement (LLC Agreement) in connection with a sale of the subject company pushed by the defendants... Continue Reading

Derivative Lawsuits

Morris Nichols partner RJ Scaggs is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits.  The recently revised treatise, updated on a roughly biennial basis, explores all facets of derivative litigation.  The portfolio begins by distinguishing between direct and derivative claims and goes on to discuss some common requirements for derivative complaints.  The... Continue Reading

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