Search Results for: Bandera
“I’m Baaack!!” Del. Supreme Court Sends Bandera Master Fund Back to Chancery [December 15, 2025]
I’m not privy to Vice Chancellor Laster’s holiday gift wish list, but I’m pretty sure that having the Bandera Master Fund case deposited back onto his desk wasn’t on it. Nevertheless, that’s precisely what the Supreme Court did last week in Bandera Master Fund LP, et al. v. Boardwalk Pipeline Partners, LP, et al. (Del. […]
Del. Chancery Dismisses Bandera Master Fund Case With a Bang, Not a Whimper [September 10, 2024]
In December 2022, I blogged about the Delaware Supreme Court’s decision in Boardwalk Pipeline Partners v. Bandera Master Fund, (Del. 12/22). In that case, the Court reversed a 2021 Chancery Court decision which found that the general partner of a Master Limited Partnership (“MLP”) was liable for nearly $700 million in damages as a result […]
January-February Issue of Deal Lawyers Newsletter [February 28, 2023]
The January-February Issue of the Deal Lawyers newsletter was just posted and sent to the printer. This month’s issue includes the following articles: – Delaware Court Addresses Freeze-Out Merger Confronted with Topping Bid – Tortious Interference Claims in M&A: Deal Jumping – Bandera Master Fund: Delaware Supreme Court Defers to General Partner’s Contractual Authority The Deal Lawyers […]
More Bandera: The Concurring Opinion’s Take on Legal Opinions [December 21, 2022]
As discussed in yesterday’s blog, the Delaware Supreme Court’s majority decision in Bandera focused primarily on the terms of the MLP’s partnership agreement and the appropriate way to interpret those terms under Delaware’s version of the Revised Uniform Limited Partnership Act. In her concurring opinion, Justice Valihura focused on the Chancery Court’s approach to the […]
Del. Supreme Court Reverses Chancery’s $700 Million Bandera Decision [December 20, 2022]
Yesterday, the Delaware Supreme Court issued its decision in Boardwalk Pipeline Partners v. Bandera Master Fund, (Del. 12/22). The Court reversed a 2021 Chancery Court decision which found that the general partner of a Master Limited Partnership (“MLP”) was liable for nearly $700 million in damages as a result of a breach of the partnership […]
Legal Opinions: Recent Chancery Decision Provides Guidance [November 16, 2021]
It isn’t often that legal opinions and the process by which they are rendered are key issues in a dispute, but they assumed center stage in the Delaware Chancery Court’s recent decision in Bandera Master Fund v. Boardwalk Pipeline Partners, (Del. Ch.; 11/21). The opinion is nearly 200 pages long, but Francis Pileggi has a […]
Shareholders v. Stakeholders: When A Controller Is In The Mix [October 22, 2019]
When I blogged last week about Vice Chancellor Laster’s recent decision in Bandera Master Fund v. Boardwalk Pipeline Partners, I said that the case was loaded with issues. This Fried Frank memo (pg. 20) flags an interesting one – the decision’s potential relevance for the ongoing “shareholders v. stakeholders” debate. Here’s an excerpt: First, the […]
Del. Chancery Says Disclosure of Potential Call Right Exercise Raises Contract Issues [October 18, 2019]
A recent Delaware Chancery Court decision addressed the hazards of navigating a company’s disclosure obligations under the securities laws & its controller’s obligation to abide by contractual restrictions on the timing of disclosure of the exercise of a call right. In Bandera Master Fund v. Boardwalk Pipeline Partners, (Del. Ch.; 10/19), Vice Chancellor Laster was […]