In the recent decision of The Joseph Penar Family Trust v. Adams, C.A. 10441-VCG (Del. Ch. Apr. 28, 2016), Vice Chancellor Glasscock dismissed a derivative complaint for lack
Continue Reading Derivative Complaint Dismissed for Lack of Supporting Factual Allegation – Books and Records Request Should be Used to Develop Facts
6 Del. C. Section 18-305
Delaware LLC Inspection Rights Under Section 18-305 Examined
Section 18-305 of the Delaware LLC Act governs the rights of inspection of books and records of a Delaware LLC by a manager or member. For links to prior posts…
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The Importance of a Books and Records Inspection Clause in an LLC Operating Agreement
A member of a Delaware limited liability company (“LLC”) may find it desirable to make a demand to inspect the books and records of the company. For example, a member…
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Court of Chancery Denies Inspection Rights to Non-Member of LLC
In the decision of Prokupek v. Consumer Capital Partners LLC, C.A. No. 9918-VCN (Dec. 30, 2014), the Court of Chancery rendered an opinion in which it denied inspection rights…
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Delaware LLC Books and Records Demand: Requested Documents Must Be “Narrowly Tailored” to a Proper Purpose
Unlike a Section 220 request for books and records under the Delaware General Corporation Law (“DGCL”), the books and records provision of the Delaware LLC Act (Section 18-305) can be…
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Delaware LLC Books and Records Demand: Stating a “Proper Purpose”
As discussed in the prior post, Section 18-305 of the Delaware Limited Liability Company Act (the “LLC Act”), allows any member or manager of a Delaware limited liability company…
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Delaware LLC “Books and Records” Demand
A member or manager of a Delaware limited liability company may wish to obtain access to the company’s books and records. Such information can be useful in determining, for example,…
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Receiver Appointed for a Delaware Limited Liability Company Due to Contempt of Court Orders
A recent decision by the Court of Chancery, Jagodzinski v. Silicon Valley Innovation Company, LLC, C.A. No. 6203-VCP (Del. Ch. Feb. 14, 2012), provides an informative analysis of…