Abolition of fiduciary duties. The Chancellor described the Regency Partnership Agreement as an “eliminatory” fiduciary duty and stressed that “the explicit policy of this state is to give maximum effect to the principle of freedom of contract”, confirming that limited partnerships can contractually “extend or limit the obligations owed to the partnership or its partners”. In view of the Tribunal`s broad emphasis on partnership agreements as contractual agreements without overlapping fiduciary duties, the question arises whether the margin of manoeuvre that the court will grant to a supplement with regard to related transactions is limited as long as the social contract removes the fiduciary duties from the complementary. The disclosure obligations applicable to partnership agreements may replace the general disclosure obligation. The court found that, in the context of the business, since the disclosure obligation “arises from [fiduciary] duties of diligence and loyalty,” in order for a shareholder vote to ratify a board action, directors must have disclosed all essential information to shareholders. However, in the context of the sponsor, the Tribunal stated that the full disclosure obligation was mandatory, but all fiduciary duties (including the disclosure obligation) could be removed or contractually adopted. The Chancellor refused to “read” in the social contract advertising obligations that go beyond the requirements set out in the agreement. The Chancellor indicated that the Tribunal`s 2011 K-Sea decision dismissed the publicity claims on the grounds that the disclosure obligation under the partnership agreement had been replaced by the obligation to provide only a copy or summary of the merger agreement – although the partnership agreement did not explicitly waive fiduciary duties in general in this case (which the partnership agreement did. by Regency).
The Chancellor also indicated that the contractual abolition of fiduciary duties under Land law did not leave Regency`s investors without recourse to the quality of the information received before the merger vote, as the federal securities laws remain applicable. (Originally, the claimant was part of a federal action in which disclosure claims were invoked, but he decided to drop the federal claims to sue the contractual claims in the Court of Opportunity.) As always, factual context is important. . . .