By Kyle Gann and Jason Osborn ( February 1, 2019, 1:13 PM EST) -- In its recent decision in In re Oxbow Carbon LLC Unitholder Litigation, the Delaware Supreme Court reversed a Chancery Court decision that applied the implied covenant of good faith and fair dealing to modify (1) how proceeds could be distributed in connection with a forced sale of Oxbow Carbon LLC, and (2) as a result, the circumstances in which minority unitholders of Oxbow could force a sale under the terms of the LLC Agreement of Oxbow , or the LLCA. The Delaware Supreme Court's decision reaffirms that freedom of contract is a bedrock principle of Delaware law and, accordingly, the implied covenant is only to be applied with judicial restraint in limited circumstances....
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