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Motion to Dismiss › LLC Agreements

Morris James LLP

LLC May Not Reverse Decision to Enter into Contractual Call Option Buyout Process with Members

Morris James LLP on

Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM (Del. Ch. Mar. 25, 2020). Parties to LLC agreements often provide for buyout provisions upon specified events, such as when a member ceases to be an...more

Stinson - Corporate & Securities Law Blog

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

Stinson - Corporate & Securities Law Blog on

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al.  The dispute was among members of a Delaware limited liability company, Skye Mineral...more

Morris James LLP

Chancery Declines to Find Personal Jurisdiction Over LLC Officers

Morris James LLP on

CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019). Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more

McGuireWoods LLP

Delaware Court Voids LLC Agreement Provision Giving Creditor Veto Over Bankruptcy

McGuireWoods LLP on

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

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