It is important for hedge fund managers and investors alike to understand the duties that managers of private funds organized as limited liability companies (LLCs) and limited partnerships (LPs) owe to such funds. Yet confusion has abounded in this area. Recently, however, the Delaware courts and legislature have provided helpful guidance. This two-part series is designed to inform managers and investors about the current state of Delaware law as it relates to the duties owed by hedge fund managers to their funds and investors. This second installment discusses successful and unsuccessful claims brought pursuant the three available avenues for potential recovery by aggrieved investors: (1) breach of fiduciary duty; (2) breach of contract; and (3) breach of the implied covenant of good faith and fair dealing. The first installment summarized the development of fiduciary duty law with respect to private investment funds organized as LPs or LLCs in Delaware, as well as issues concerning waiver of fiduciary duties by contract. See “What Is the Current State of Delaware Law on the Scope of Fiduciary Duties Owed by Hedge Fund Managers to Their Funds and Investors? (Part One of Two)
,” Hedge Fund Law Report, Vol. 6, No. 36 (Sep. 19, 2013). The authors of this series are Jay W. Eisenhofer and Caitlin M. Moyna, managing director and associate, respectively, at Grant & Eisenhofer P.A.