Samuel Bashman

Morris James LLP

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Latest Posts › Limited Liability Company (LLC)

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Chancery Holds Defendant Breached Fiduciary Duties by Failing to Distribute Assets Equally During Dissolution of LLC

Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Sept. 20, 2024) - In this post-trial decision, the plaintiffs claimed that one of the defendants breached his fiduciary duties by failing to distribute assets equally at...more

4/2/2025 / Breach of Duty , Business Disputes , Business Entities , Business Litigation , Damages , Delaware , Dissolution , Fiduciary Duty , Limited Liability Company (LLC) , Shareholder Litigation

Chancery Explains Standards of Review for Receiver Determinations and Shifts Fees and Expenses in Dissolution

In re Dissolution of Jeffco Management, LLC, C.A. No. 2018-0027-PAF (Del. Ch. Aug. 16, 2021) - When the Court of Chancery appoints a receiver to effectuate a company’s dissolution, certain determinations are subject to de...more

10/6/2021 / Attorney's Fees , Corporate Dissolution , Limited Liability Company (LLC) , LLC Agreements

Implied Covenant of Good Faith and Fair Dealing Saves Employee’s Claim for Improper Termination Under Company’s LLC Agreement

Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) - The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more

6/7/2021 / Breach of Contract , Breach of Duty , Covenant of Good Faith and Fair Dealing , Fiduciary Duty , Implied Covenants , Limited Liability Company (LLC) , LLC Agreements

Chancery Holds That a Deadlock Warranting Dissolution Can Be Genuine Even If the Circumstances Giving Rise to the Deadlock Were...

Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021) - In a dispute over the validity of the dissolution of a limited liability company, the Court of Chancery held in a post-trial opinion that a deadlock...more

3/9/2021 / Breach of Duty , Dissolution , Fiduciary Duty , Limited Liability Company (LLC)

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