The Delaware Court of Chancery last month dismissed a putative class action lawsuit challenging the validity of an $11 billion merger of Regency Energy Partners and an affiliated entity on the grounds that a limited partnership agreement eliminated all fiduciary duties and replaced them with a contractual governance scheme that shielded the deal from judicial scrutiny.
The decision highlighted Delaware’s established public policy in favor of freedom of contract, which gives contracting parties latitude to modify agreements to waive fiduciary duties, including disclosure—a luxury not provided in the corporate context.
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