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 to the books and records of an LLC to a former member of the company.

Applying settled Delaware law, the Court stated that “[b]y its plain language, Section 18-305(a) of the LLC Act confers inspection rights only on current members of an LLC.” (Slip op. at 20).

In addition, the opinion rejected plaintiff’s argument that he retained member status because the redemption price provided was too low.  In such an event, the recourse for such a former shareholder would be to assert a breach of contract action against the company.

If you would like to speak to a litigator in Fox Rothschild’s Delaware office, please reach out to Sid Liebesman (302) 622-4237 or Seth Niederman (302) 622-4238.