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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LLC Operating Agreements Can Be Binding Even if Not Signed by the Parties
By Fox Rothschild LLP on
In the case of Seaport Village Ltd. v. Seaport Village Operating Company LLC, C.A. No. 8841-VCL (Sept. 24, 2014), Vice Chancellor Laster found that the operating agreement of a…
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Dissolution of an LLC with Two 50/50 Deadlocked Shareholders
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Under the Delaware General Corporation Law (the “DGCL”), 8 Del. C. § 273 provides the basis for the dissolution of a deadlocked “joint venture” corporation, meaning that there are two…
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Involuntary Dissolution of Delaware Alternative Entities: The “Not Reasonably Practicable to Carry on the Business” Standard (Part I)
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An involuntary dissolution action is an important remedy for any partner, member or manager of a Delaware alternative entity (an LLC, LLP, GP or LP, defined below) to force dissolution…
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Court Reinforces Notion of Contractual Freedom of LLC Operating Agreements
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In the matter of Paul v. Delaware Coastal Anesthesia, C.A. No. 7084-VCG (Del. Ch. May 29, 2012), the Court of Chancery examined whether the language of an LLC agreement…
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Delaware LLC Controlling Member Held Liable for Fiduciary Breaches
By Sheldon Rennie on
In the case of Auriga Capital Corporation v. Gatz Properties, LLC, C.A. No. 4390-CS (Del. Ch. Jan. 27, 2012), the Court of Chancery reinforced the notion that a…
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