Showing results for: “strine”
Should there be default fiduciary duties in Delaware LLCs and LPs?
A recently published on-line symposium calls needed attention to Delaware Chief Justice Myron Steele’s remarkable article, Freedom of Contract and Default Contractual Duties in the Delaware Limited Partnerships and Limited Liability Companies, 46 Am. Bus. L.J. 221 (2009) (no free link available). The Chief Justice makes an argument that is guaranteed to shock traditional business ... Should there be default fiduciary duties in Delaware LLCs and LPs?
Chancellor Strine on LLC law
We got our first LLC opinion from Chancellor Strine in his new position atop the Delaware Chancery Court. It’s worth close attention in its own right as a case of first impression, and as an indication of the new Chancellor’s general approach to these cases. The case is Achaian, Inc. v. Leemon Family LLC. Francis ... Chancellor Strine on LLC law
Chandler’s departure and the future of uncorporations
Chancellor Chandler has announced his retirement as Delaware’s leading corporate trial judge (Pileggi and the WSJ). News reports likely will focus on the Chancellor’s work on high-visibility corporate cases. But I think he made his most lasting mark in helping create a modern jurisprudence for sophisticated LLCs and limited partnerships. Delaware statutory law laid the ... Chandler’s departure and the future of uncorporations
Delaware uncorporate law evolves an escape from Dodd-Frank
It’s been interesting to watch uncorporations (particularly LLCs and limited partnerships) evolve over the last twenty years or so. Perhaps the most interesting aspect of this evolution is what’s been happening in Delaware regarding contracting over fiduciary duties. This is particularly intriguing because it concerns a key area of difference between corporations and uncorporations — ... Delaware uncorporate law evolves an escape from Dodd-Frank
More on getting rid of LLC fiduciary duties
I have frequently discussed the ongoing jurisprudential drama in Delaware on how firms can avoid fiduciary duties. The basic setup here is that Delaware allows LLCs and other unincorporated firms to completely eliminate fiduciary duties. But they have to do it carefully. Here’s my most recent discussion of the state of play on what that ... More on getting rid of LLC fiduciary duties
Merger Agreements, “Material Adverse Changes,” and Delaware Vice Chancellor Leo Strine’s Obsession With Keira Knightley
I am blogging today from the Tulane Corporate Law Institute, here in New Orleans, at the stunning Westin Hotel. I am set to appear on the Private Equity panel tomorrow, where I will talk about, among other things, the implications of 2007’s string of failed private equity deals. In preparation for this conference, I drafted a ... Merger Agreements, “Material Adverse Changes,” and Delaware Vice Chancellor Leo Strine’s Obsession With Keira Knightley
MAE in the Sallie Mae Case
Back in April, private equity fund J.C. Flowers, along with JP Morgan Chase and Bank of America, agreed to acquire Sallie Mae, the largest provider of student loans in the United States. Between then and now, Congress passed the College Cost Reduction and Access Act of 2007 (CCRAA), which reduced in various ways the subsidies ... MAE in the Sallie Mae Case
Mickey Mouse Investment Banks
Last month, at Tulane’s Corporate Law Institute, Delaware Vice Chancellor Leo Strine suggested that it might not be prudent for directors to consult “Mickey Mouse†investment banks when assessing a going private (or other) deal. Normally I am a huge Strine fan. But I think he missed the bus on this one. Let me first ... Mickey Mouse Investment Banks
"Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
As promised, I am reporting back from Tulane’s Corporate Law Institute qua “Who’s Who in the M&A World” gathering. Leo Strine did indeed query today: “can you have angst without a soul?” (He asked in response to the statement that initial bidders fear deal-jumpers when waiting out a go shop period.) Though the WSJ was ... "Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
Annual Corporate Law Institute: "Everybody who is anybody is there."
I leave tomorrow for Tulane’s Annual Corporate Law Institute. This conference is viewed by many as the top annual deal conference, so I am expecting great things (this will be my first time attending the conference). Indeed, the speaker line-up is incredible. Chief of OMA at the SEC, Chief Justice of the Del. Supreme Court, Vice Chancellor ... Annual Corporate Law Institute: "Everybody who is anybody is there."
