The Delaware Court of Chancery in JJS, Ltd. et al., v. Steelpoint CP Holdings, LLC, et al., C.A. No. 2019-0072-KSJM, memo. op. (Del. Ch. Oct. 11, 2019), found entire fairness applied to breach of fiduciary duty claims against LLC managers who voted to approve a sale of all LLC assets and allegedly lacked independence based on severance package and affiliation with a preferred unitholder that received a liquidation preference.
NEW: K&L Gates discusses the decision in Out Of The Money: Breach Of Fiduciary Duty Claim Survives Motion To Dismiss When The Board Approved An Asset Sale That Left No Consideration For The Common Unitholders.
Shearman & Sterling discusses the decision in Delaware Court of Chancery Applies Entire Fairness Standard to Breach of Fiduciary Duty Claim Arising from Asset Sale that Benefited Senior Preferred Unitholder.