As part of Delaware’s annual review and updating of its alternative entity laws, the Delaware legislature has adopted a series of amendments to the Delaware Limited Liability Company Act (the DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA and, together with the DLLCA and DRULPA, the Acts), which will become effective on August 1, 2012.

Usury Defense Unavailable. Each of the Acts will be amended to provide that obligations between or among members of an LLC and between or among partners of an LP or GP, arising under an LLC agreement, partnership agreement or other writing, are not subject to the defense of usury. This amendment is intended to protect members/partners from usury defenses when their fellow members/partners are indebted to them (such as when a member/partner defaults in a capital call and one or more of the other members/partners contributes the defaulted amount, which, under the LLC or partnership agreement, is treated as an interest-bearing loan to the defaulting member/partner).