Limited Liability Company (LLC) Motion to Dismiss

News & Analysis as of

The Tennessee Business Court Further Defines LLC Law

The Tennessee Business Court continued its prolific promulgation of rulings affecting the resolution of internecine disputes between LLC members. In Terrell K. Raley, et al. v. Cees Brinkman, et al., Case No. 16-0196-BC, the...more

Bankruptcy Courts Closing In – Will An Agreement Requiring Unanimous Consent To File For Bankruptcy Be Effective?

We’ve all seen it. The business opportunity looks enticing but is laced with risk about a potential bankruptcy filing down the road. As bankruptcy lawyers we are often asked how deals can be structured to prevent a...more

Intervention Energy: The Case Where the Golden Share Lost its Shine

In connection with out-of-court restructurings, workouts and forbearance agreements, creditors often seek to include provisions that purport to limit the ability of a debtor to file for bankruptcy relief. However, bankruptcy...more

Delaware Court Voids LLC Agreement Provision Giving Creditor Veto Over Bankruptcy

A Delaware bankruptcy court has joined what appears to be a recent trend toward invalidating limited liability company operating agreement provisions that effectively afford lenders veto power over the LLC’s authority to file...more

Appellate Court Notes

Supreme Court Advance Release Opinions: SC19493 - Standard Oil of Connecticut, Inc. v. Administrator, Unemployment Compensation Act - SC19493 Dissent - Standard Oil of Connecticut, Inc. v. Administrator,...more

Jurisdictional Discovery Is Ordered Following Motion To Dismiss For Lack Of Personal Jurisdiction

DNA Genotek Inc. v. Spectrum DNA, et al., C.A. No. 15-661 - SLR, February 4, 2016. Robinson, J. Defendants’ motion to dismiss for lack of personal jurisdiction is denied without prejudice to renew. Plaintiff’s motion...more

CMS Investment Holdings, LLC v. Castle et al., C.A. No. 9468–VCP (Del. Ch. June 23, 2015) (Parsons, VC)

In this decision, the Delaware Court of Chancery largely declined to dismiss claims for breach of a limited liability company agreement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach...more

In re Carlisle Etcetera LLC, C.A. No. 10280-VCL (Del. Ch. Apr. 30, 2015) (Laster, V.C.)

In this opinion, the Court of Chancery granted in part and denied in part respondent’s motion to dismiss a petition to dissolve Carlisle Etcetera LLC (“Carlisle”). Notably, the Court recognized a cause of action for...more

Stewart et al. v. BF Bolthouse Holdco, LLC et al., C.A. No. 8119-VCP (Del. Ch. Aug. 30, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied the defendants’ motion to dismiss the plaintiffs’ claims that defendants breached a purchase agreement and the company’s LLC agreement by acting in bad faith to...more

Duff v. Innovative Discovery LLC, C.A. No. 7599-VCP (Del. Ch. Dec. 7, 2012) (Parsons, V.C.)

In this memorandum opinion, the Delaware Court of Chancery denied motions to dismiss for lack of subject matter jurisdiction, failure to state a claim upon which relief could be granted, and improper venue. ...more

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