Power Of The Fiduciary Duty Contractual Waiver In LLCs

Law360 (February 26, 2018, 12:57 PM EST) -- In Miller v. HCP, the Delaware Court of Chancery on Feb. 1, 2018, dismissed claims made against the members of a limited liability company board, a majority of whom had been appointed by the private equity firm that was the company’s controlling stockholder, for approving a sale of the company to an unaffiliated third party that was championed by the controller — without attempting to maximize the price.

Under the LLC operating agreement’s “waterfall” provisions governing the allocation of proceeds on a sale of the company,...
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