The M&A Lawyer Publishes Article by Krishna Veeraraghavan and Jason Tyler

May 6, 2013

The April 2013 issue of The M&A Lawyer published the article, “The Uncertain Relationship Between Fiduciary Waivers & the Implied Covenant of Good Faith in Delaware Alternative Entity Law,” co-authored by Messrs. Veeraraghavan and Tyler. The article discusses Delaware alternative entity agreements and how the statutory prohibition against eliminating the “implied contractual covenant of good faith and fair dealing” may seem to impose duties similar to fiduciary duties, even where the operating agreement expressly waives fiduciary duties. The authors further explore the nascent and unsettled development of Court of Chancery doctrine to avoid this ironic interpretation of Delaware alternative entity law.