Delaware Limited Liability Company Act

News & Analysis as of

2014 Amendments Affecting Delaware Alternative Entities and the Contractual Statute of Limitations

On August 1, 2014, amendments to Delaware’s alternative business entity statutes, as well as the statute of limitations applicable to Delaware contracts, became effective. These amendments (the “2014 Amendments”) represent a...more

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

2014 Proposed Amendments To Delaware’s Alternative Entity Acts

On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (DRUPA), the Delaware Revised Uniform Limited...more

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this...more

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

Delaware Amends Its LLC Act: Managers And Controllers Owe Fiduciary Duties Unless LLC Agreement Provides Otherwise

Effective August 1, 2013, the Delaware General Assembly has amended Section 18-1104 of the Delaware Limited Liability Company Act to provide that, unless the limited liability company agreement says otherwise, the managers...more

Delaware LLC Act Amended to Confirm Fiduciary Duties Exist Absent Express Agreement to the Contrary

Effective August 1, 2013, Section 18-1104 of the Delaware Limited Liability Company Act (the Act) was amended to confirm that, absent a provision in the limited liability company agreement to the contrary, the managers and...more

Delaware Court Finds That Operating Agreement Language Did Not Preempt Action by Written Consent Permitted by Statute

On May 29, 2012, the Delaware Court of Chancery issued a decision in a case that concerned whether the language in the operating agreement of a limited liability company (LLC) prescribed the sole manner by which the LLC's...more

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