Richards Layton & Finger

ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP - Delaware Court of Chancery Addresses Investment Fund Side Letter

April 2016

In a recent opinion, the Delaware Court of Chancery considered, among other things, the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership to enter into such a side letter. On the facts of this case, the court found that the subscription agreement’s integration clause rendered the side letter a nullity and that the general partner did not have the authority to grant certain rights purported to be provided in the side letter.

Related Links

Read the full article from Business Law Today