2004 Amendments of Delaware's alternative entities legislation

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Partnership Act and the Delaware Revised Uniform Limited Partnership Act. The recent amendments became effective August 1, 2004. Some of the more interesting aspects of the amendments are described. The Delaware Acts have for some time permitted fiduciary duties to be modified by the terms of a limited liability company agreement or partnership agreement, as the case may be. The 2004 Amendments also have amended the exculpation provisions of the Delaware Acts in a manner similar to the changes relating to modification of fiduciary duties. Subject to certain limited exceptions, the Delaware Acts previously permitted an amendment of the applicable Alternative Entity Agreement to be effected in connection with a merger of a Delaware Alternative Entity in which the Delaware Alternative Entity was the surviving entity.