The Delaware Supreme Court, in Bert Dohmen v. Albert Goodman, No. 403, 2019, opinion (Del. June 23, 2020), addressed a question of Delaware law certified by the U.S. Court of Appeals for the Ninth Circuit, explaining that a general partner’s request for a one-time capital contribution from a limited partner was not a request for equityholder action that would trigger the general partner’s duty of disclosure.
NEW: Francis Pileggi discusses the decision in Supreme Court Instructs on Nuances of Fiduciary Duties of Disclosure and Loyalty.
Troutman Pepper discusses the decision in Fiduciary Duty of Disclosure Does Not Apply to Individual Transactions with Equityholders.