The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the
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LLC Operating Agreements: Top 10 List of Material Terms
By Fox Rothschild LLP on
When entering into an LLC operating agreement, there are many important factors and issues that must be taken into consideration. Because under Delaware law, LLCs are “creatures of contract,” and…
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Contractual Freedom in Delaware Alternative Entities Discussed by Chief Justice Strine and Vice Chancellor Laster
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In a recent article co-authored by Delaware Supreme Court Chief Justice Leo Strine, Jr., and Vice Chancellor J. Travis Laster, entitled The Siren Song of Contractual Freedom, these jurists…
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Member of Delaware LLC Not Precluded from Withdrawing and Competing with Business
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In certain instances, a member of a Delaware LLC may not find it desirable to continue doing business with the other members of the company. This can be the result…
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Delaware LLC “Books and Records” Demand
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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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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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