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In LLC Stakeholder Claim Disputes, Pay Strict Attention to Agreement Terms and Possible Waivers
Disputes in restructuring matters often are adjudicated under state law. Given the increasing use of Delaware limited liability companies in private equity transactions, today we review a case involving a dispute between a private equity firm and physician minority equity holders in connection with the merger of a health care provider where the limited liability company agreement included broad waivers of the private equity firms’ fiduciary duties. In Khan v. Warburg Pincus, C.A. No. 2024-0523-LWW (Del. Ch. April 30, 2025), the Delaware Court of Chancery granted a motion to dismiss a complaint filed by two minority equity holders against the majority holder private equity firm and third party involved in the merger for failure to state claims for breach of the implied covenant of good faith and fair dealing, tortuous interference with contractual relations, and for unjust enrichment.
Minority Equity Holders’ Merger Consideration Subsequently Lost Value
According to the opinion, CityMD was a provider of urgent medical care in New York and New Jersey that was founded in 2010 by partner physicians. A private equity firm acquired a majority stake in the company in 2017. CityMD merged with Summit Medical Group two years later, resulting in a combined Delaware limited liability company named WP CityMD Topco LLC (the company). The private equity investors gained 60% ownership of the company through Class A units and the non-private equity investors held a 17% ownership position through Class B units.
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The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.