Myron T. Steele
The Delaware Court of Chancery has once again issued an opinion holding that managers of Delaware Limited Liability Companies (LLC) owe fiduciary duties to the LLCs they manage, even in the absence of a provision in the operating agreement establishing the existence of the fiduciary duties.
In 2003, in the case of Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003), the Delaware Supreme Court held that stockholder voting agreements “negotiated as part of a merger agreement, which guaranteed shareholder approval of the merger if put to a vote, coupled with a merger agreement...
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