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
If man’s first sin was eating the apple, a business valuator’s greatest sin is mixing apples and oranges. In Dieckman v. Regency GP, LP, Chancellor Bouchard denied the Plaintiff’s bid for $1.6 billion in damages, even after finding that the defendant general partner breached the partnership agreement’s implied duty of good faith and fair dealing. The decision rests on Chancellor Bouchard’s complete rejection of Plaintiff’s damages calculation on the grounds that it was akin to “comparing apples to oranges.”
Continue Reading General Partner Breached Implied Covenants in Partnership Agreement, but Plaintiff’s “Apples-to-Oranges” Calculation Dooms Bid for Damages