Del. Justices Probe LLC Duty Waiver In $43M Sale Appeal

Law360, Dover (September 12, 2018, 11:00 PM EDT) -- Delaware's Supreme Court pressed opposing attorneys Wednesday on just how much protection investors surrendered to a controlling limited liability company member when they waived their company's fiduciary duty obligations and then saw it sold for $43 million in a process likened to a "hostage taking."

Chief Justice Leo E. Strine Jr. at one point said controlling member HCP Trumpet Investments and its affiliates appeared to have sunk "below bottom" with arguments that a provision giving the HCP-dominated board sole discretion in pursuit of the LLC's sale nullified some interpretations of the contractual implied covenant of good faith and fair dealing....

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