Archive:April 5, 2016

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CHANCERY COURT REAFFIRMS THE ABILITY OF LIMITED PARTNERSHIPS TO CONTRACT AROUND FIDUCIARY DUTIES

CHANCERY COURT REAFFIRMS THE ABILITY OF LIMITED PARTNERSHIPS TO CONTRACT AROUND FIDUCIARY DUTIES

By: Scott Waxman and Tony Brown

In Adrian Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016), the Court of Chancery held that a limited partnership agreement can extinguish the common law duty of disclosure that exists under Delaware law.  Where a limited partnership agreement expressly eliminated fiduciary duties and replaced them with an alternative contractual governance scheme, the court declined to reinsert a duty of disclosure and determined that additional disclosure obligations are not compelled by the implied covenant of good faith and fair dealing.

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