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In its recent decision in Miller v. HCP & Co., C.A. 2018 WL 656378, No. 2017-0291-SG (Del. Ch. Feb. 1, 2018), the Delaware Court of Chancery dismissed a case brought by minority members of a limited liability company claiming that the majority’s sale of the company was unfair to the minority members and violated the covenant of good faith and fair dealing implied in the company’s operating agreement. In doing so, the court reaffirmed the policy of Delaware and many other states, including New York, of enforcing broad contractual waivers of fiduciary duties and demonstrated the importance of carefully negotiating contractual rights and obligations when forming or investing in a limited liability company.

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