Legal Opinion
Gatz Properties, LLC v. Auriga Capital Corp.
Supreme Court of Delaware
Decided November 7, 2012No. 148, 2012PublishedCited by 113 opinions
1Per curiam
In resolving this dispute between the controlling member-manager and the minority investors of a Delaware Limited Liability Company (“LLC”), we interpret the LLC’s governing instrument (the “LLC Agreement”) as a contract that adopts the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager. We hold that the manager violated that contracted-for fiduciary duty by refusing to negotiate with a third-party bidder and then, by causing the company to be sold to himself at an unfair price in a flawed auction that the manager himself engineered.…
2Cases cited22 opinions
- Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
- Stone v. RitterSupreme Court of Delaware · 2006
- In Re Walt Disney Co. Derivative LitigationSupreme Court of Delaware · 2006
- Kahn v. Lynch Communication Systems, Inc.Supreme Court of Delaware · 1994
- Stroud v. GraceSupreme Court of Delaware · 1992
17 more not listed; retrieve them via the Exa API.
3Cited by113 opinions
- RBC Capital Markets, LLC v. JervisSupreme Court of Delaware · 2015
- Scion Breckenridge Managing Member, LLC v. ASB Allegiance Real Estate FundSupreme Court of Delaware · 2013
- SIGA Technologies, Inc. v. PharmAthene, Inc.Supreme Court of Delaware · 2013
- Feeley v. Nhaocg, LLCCourt of Chancery of Delaware · 2012
- Bhole, Inc. v. Shore Investments, Inc.Supreme Court of Delaware · 2013
108 more not listed; retrieve them via the Exa API.