LexisNexis® Legal Newsroom
Duty of Disclosure

Recent decisions of the Delaware courts have clarified the remedies for breaches of the duty of disclosure. The duty of disclosure owed by directors to stockholders is not a separate fiduciary duty, but instead an application of the duties of care and loyalty. In In re Transkaryotic Therapies, Inc. ...

Do Managers of Delaware LLCs Have the Same Fiduciary Duties as Directors of Delaware Corporations?

Recently, the Delaware Court of Chancery issued a ruling on the question of whether a manager (or managing member) of a Delaware limited liability company owes fiduciary duties to the company and its members. The court ruled that it does. As a legal practitioner, this result is unsurprising. ...

Francis Pileggi and Kevin Brady Discuss the Delaware Court of Chancery’s Recent Rulings in Auriga Capital Corp. v. Gatz Properties

Francis Pileggi and Kevin Brady of Eckert Seamans discuss several aspects of recent rulings by the Delaware Court of Chancery in Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012). On the Delaware Corporate and Commercial Litigation Blog , they write that the case...

Default Fiduciary Duties Coming for Delaware LLCs

There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may contract around them. The Supreme Court on the other...

Creditor’s Fiduciary Duty Claims Proceed Based on Traditional Insolvency Test

Quadrant Structured Products Company, Ltd. v. Vertin , C.A. No. 6990-VCL (Del. Ch. May 4, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Court of Chancery opinion is destined to be cited as a seminal ruling for its historical and doctrinal analysis of important...