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Location: 2nd floor auditorium Course ID: C100512 Number of Sessions: 1 Credits: 3 MCLE Credits
3 MCLE Credits: 1 Ethics; 2 PP; Non-transitional (also NJ) Course Description:
Join our panel of experts for an advanced continuing legal education program focused on current and emerging issues related to Delaware limited liability companies and limited partnerships.
The limited partnership and the limited liability company have become entities of choice for many publicly traded businesses. This phenomenon is driven by the allure of contractual elimination of fiduciary duties and creation of robust special approval mechanisms to handle conflict transactions. The limits of freedom of contract are tested, however, when a limited partnership or a limited liability company has public equity holders.
This program will explore the doctrinal and statutory tensions that arise when such non-corporate entities are publicly traded. Among other things, the panel will specifically address the intersection between common law fiduciary duties, contract law and the implied covenant of good faith and fair dealing. The discussion will include an overview of the decisions from the Delaware courts addressing to what extent common law fiduciary duties are completely eliminated or may coexist with contractually created duties.
The panel will also discuss recent Delaware jurisprudence addressing various applications of the implied contractual covenant of good faith and fair dealing vis-à-vis specific contractual provisions such as express waivers of fiduciary duty, broad exculpation clauses, and conclusive presumptions of good faith. Faculty:
Program Co-sponsor: Northeast Business Law Center
Moderator: Norman M. Powell, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE
Faculty: Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law, Wilmington, DE; Elena C. Norman, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Matthew J. O'Toole, Stevens & Lee, Wilmington, DE;Honorable Donald F. Parsons, Jr.,Vice Chancellor, Delaware Court of Chancery, Wilmington, DE
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