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Court Of Chancery Upholds Limits Of Disclosure Obligation

Posted In LP Agreements

Dieckman v. Regency GP LP, C.A. 11130-CB (March 29, 2016)

This is an interesting decision in the master limited partnership context because it shows how far a limited liability agreement may go to limit member rights to disclosures even in a conflicted deal. If the partnership agreement waives fiduciary duties and also states what disclosures are due to members asked to vote on a deal, then the specified disclosures are what they get, nothing more. Here the agreement stated that the members were to receive just the merger agreement.  Of course, the members still had the right to object to the merger and that at least gave them some say over the transaction.



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