In a recent opinion, the Delaware Court of Chancery applied standard Delaware contract interpretation principles to interpret a limited partnership agreement of a Delaware master limited partnership and permitted a strategically compelling simplification transaction to proceed.

In three recent decisions, the Delaware Court of Chancery addressed important issues in connection with the restructuring of publicly traded alternative entities. The issues addressed included fiduciary duties and the implied contractual covenant of good faith and fair dealing.

In a recent opinion, the Delaware Court of Chancery further clarified the role of the implied covenant of good faith and fair dealing in interpreting a limited partnership agreement.

In Atlas, the Delaware Court of Chancery considered issues relating to the modification and elimination of fiduciary duties in a limited liability company agreement and the implied covenant of good faith and fair dealing in connection with a challenged merger.

In light of recent public discussion with respect to the use of defensive measures by closed-end funds to counteract takeover attempts, this article addresses some of the more common defensive measures that have been adopted by closed-end funds organized as Delaware statutory trusts and the permissibility of such measures under Delaware law.

The Delaware Court of Chancery’s decision in eBay Domestic Holdings, Inc. v. Newmark, C.A. No. 3705-CC (Del. Ch. Sept. 9, 2010), provides important insight on the use—and possible limitations—of takeover defense mechanisms in the context of private, closely held corporations.

In City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc., No. 594, 2009 (Del. Aug. 11, 2010), the Delaware Supreme Court affirmed the dismissal of a books and records action under 8 Del. C. § 220 (“Section 220”), holding that plaintiff did not meet its evidentiary burden to demonstrate a “proper purpose” to support inspection where a board of directors rejected the resignations of three directors who failed to receive a majority of the votes cast in an uncontested election.

In WaveDivision Holdings, LLC v. Millennium Digital Media Systems, L.L.C., C.A. No. 2993-VCS (Del. Ch. Sept. 17, 2010), the Court of Chancery made clear that if there is no violation of fiduciary duty when entering into an agreement not to solicit other offers, then the company is obligated to honor its commitment.

Enacted in July 2010, 77 Del. Laws, c. 417 (the “Act”) represents a significant development in the area of unclaimed property administration in Delaware. The Act has three main components: (1) changes to the procedures related to the manner in which unclaimed property assessments are prosecuted; (2) a declaration that “uninvoiced payables” will not be considered escheatable property; and (3) provisions related to the State Escheator’s power to use estimation techniques to determine unclaimed property liability.

In Lambrecht v. O’Neal, No. 135, 2010, 3 A.3d 277 (Del. Aug. 27, 2010), the Delaware Supreme Court answered a certified question of law submitted by the United States District Court for the Southern District of New York (the “Southern District Court”). In this en banc opinion, the Delaware Supreme Court clarified the standing requirements for maintaining a “double derivative” suit under Delaware law.