Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
Continue Reading Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing
The implied covenant of good faith and fair dealing continues to sow confusion as to its utility and application in disputes among business co-owners, in which often it is misconceived as a quasi-fiduciary claim invoking the court’s equity powers to right any wrong, when in fact it is a narrow, contract-based doctrine. A recent Delaware Chancery Court decision provides a highly useful guide, as explained in this week’s New York Business Divorce.
Continue Reading Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?
This week’s New York Business Divorce features a guest post by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and renowned expert on business organizations. His topic: the implied covenant of good faith and fair dealing under Delaware law.
Continue Reading Unraveling the Implied Covenant of Good Faith and Fair Dealing: Guest Post by Professor Daniel Kleinberger
None too surprisingly, last week the Delaware Supreme Court in Blaustein v. Lord Baltimore Capital Corp. affirmed a Court of Chancery decision dismissing the contention that directors of closely held Delaware corporations have a common-law fiduciary duty to redeem the stock of a minority shareholder. Read more in this week’s New York Business Divorce.
Continue Reading Delaware Supreme Court: No Duty to Buy Out Minority Stockholder
The implied covenant of good faith and fair dealing is a much misunderstood and frequently misused legal doctrine in disputes between co-owners of business entities. A decision by the Delaware Supreme Court earlier this month provides an excellent roadmap to understand the doctrine and the ability–or not–to contract around it. It’s in this week’s New York Business Divorce.
Continue Reading Can’t Get Rid of Those Nooks and Crannies: Delaware Supreme Court Clarifies Implied Covenant of Good Faith and Fair Dealing