Topic: Private Equity

Delaware Court Again Finds Conflicted Transaction Safe Harbors Not So Safe

Limited partnerships and limited liability companies, as creatures of contract, often have in their ‎governing agreements safe harbor provisions for approval of conflicted transactions with ‎interested parties. These are designed to establish as a matter of contract that the actions taken ‎by the general partner or managers met the required standard of conduct.

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Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

It is common for investors in venture capital and private equity transactions, and in other ‎investment arrangements, as a condition to their investment, to have rights to appoint board ‎observers when director representation is not available. An unanswered question has been the ‎extent to which a board observer has liability exposure under Section 11 of the Securities Act of ‎‎1933, for example, when a company goes public.‎

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