Norton v. K-Sea Transportation Partners L.P.
Delaware Supreme Court
67 A.3d 354 (2013)
K-Sea's partnership agreement replaced the general partner's traditional fiduciary duty with a contractual duty to approve transactions it reasonably believed served the partnership's best interests, coupled with a conclusive good-faith presumption if an independent expert's opinion was relied upon; an independent conflicts committee retained Stifel, which found the overall merger price fair to unaffiliated unitholders without specifically analyzing the general partner's IDR compensation, and a unitholder sued alleging the general partner's IDR compensation was excessive.
Whether an agreement forming a limited partnership or limited liability company can eliminate or modify common-law fiduciary duties.