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Delaware Supreme Court Interprets Books and Records Provision of Limited Partnership Agreement

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In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements.  The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns.  The partnerships countered that the K-1s were not “necessary and essential” to plaintiffs’ valuation purpose. The Court of... Read More

Topics: Private Equity

SEC Charges Alternative Asset Manager with Failing to have Sufficient Policies to Prevent Use of MNPI

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In 2016, Ares Management LLC, a subsidiary of a global alternative asset manager, invested several hundred million dollars in client funds in a portfolio company in the form of debt and equity. Confidentiality provisions in the loan agreement remained in effect between Ares and the portfolio company on a going... Read More

Topics: Investment Advisers, Private Equity, Public Companies and Securities

Delaware Supreme Court Finds Federal Forum Selection Provisions are Facially Valid

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The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi.  The FFPs at issue generally provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any... Read More

Topics: Litigation, Private Equity, Public Companies and Securities

Delaware Supreme Court Examines Director Liability for Acquisitions

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In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More

Topics: Litigation, M&A, Private Equity, Public Companies and Securities

Failure to Provide Audited Financial Statements Precludes Reliance on Corwin

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In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did.  According to the Plaintiff, the Tangoe directors breached their fiduciary duties to Tangoe stockholders by steering the Company into an ill-advised take-private acquisition with a negative premium by Marlin Equity and recommended... Read More

Topics: M&A, Private Equity, Public Companies and Securities