In his first Chancery Court opinion, Vice Chancellor Joseph R. Slights III dismissed an investor’s challenge to a $1 billion pipeline buyback deal for failing to plead allegations of bad faith to overcome the built-in protections of a limited partnership agreement.
The 52-page memorandum opinion, published April 29, again highlighted Delaware’s established public policy in favor of freedom of contract, which gives contracting parties latitude to modify agreements to waive fiduciary duties, including disclosure—a luxury not provided in the corporate context.
