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Showing 2 posts in LLCs/LLPs.

Chancery Declines to Award Damages Equivalent to Contractual Dissociation Remedy Under Partnership Agreement

Posted In Chancery, LLCs/LLPs


In re Cellular Telephone Partnership Litigation, Coordinated C.A. No. 6885-VCL (Del. Ch. Sept. 28, 2021)
Plaintiffs held a minority interest in a partnership owned and controlled by AT&T. In 2010, AT&T implemented a transaction causing the partnership to transfer its assets to an affiliate, freezing out the plaintiffs. In connection with the freeze out, plaintiffs received $4.1 million—their pro rata share of the $219 million that AT&T paid to the partnership. Plaintiffs later brought an action in the Court of Chancery alleging that by implementing the transaction, AT&T breached the partnership agreement on a number of different bases. More ›

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Chancery Addresses Whether LLC Agreement Modified or Eliminated Fiduciary Duties

Posted In Chancery, Fiduciary Duty, LLCs/LLPs


In Re Cadira Group Holdings, LLC Litigation, Consolidated C.A. No. 2018-0616-JRS (Del. Ch. July 12, 2021)
The Delaware Limited Liability Company Act provides that “the fiduciary duties of a member, manager, or other person that is a party to or bound by a limited liability company agreement may be expanded or restricted or eliminated by provisions in the limited liability company agreement.” Yet to eliminate fiduciary duties, Delaware law requires that the intent to do so must be “plain and unambiguous.” More ›

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