News & Analysis as of

Delaware Limited Liability Company (LLC)

Akin Gump Strauss Hauer & Feld LLP

Delay in Correcting Disclosure of Real Parties-in-Interest not Procedurally Fatal to IPR Petition

The Patent Trial and Appeal Board instituted an inter partes review over patent owner’s objections that the petition did not timely identify all real parties-in-interest (RPI) and was filed by a phantom legal entity after...more

Allen Matkins

Court Holds Internal Affairs Doctrine Typically Covers Breach Of Fiduciary Claims Despite No Averment Of Fiduciary Duty

Allen Matkins on

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability...more

Cadwalader, Wickersham & Taft LLP

Reliable Expectations May 2024 - Investors, We're Relying on You

Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company.  In fact, 54.8% of the deals...more

Proskauer Rose LLP

Conflict Between Delaware LLC Act and Bankruptcy Code Affects Creditor Toolbox

Proskauer Rose LLP on

As you know from our prior alerts, creditors of borrowers formed as Delaware LLCs (as opposed to corporations) lack standing under Delaware law to sue directors for breaching fiduciary duties even when, to the surprise of...more

Mintz - Bankruptcy & Restructuring Viewpoints

Delaware Bankruptcy Court Grants Derivative Standing to Creditors’ Committee to Sue Members and Officers of Delaware LLC

In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more

Allen Matkins

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Allen Matkins on

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517.  Vice Chancellor J. Travis Laster...more

Bodman

How Delaware LLCs Can Protect Themselves Against Abusive and Illegitimate Information Requests by Members or Managers

Bodman on

Knowledge is power, they say. In the context of a Delaware limited liability company (“LLC”), knowledge about the company’s finances, governance, operations, and affairs is found in the company’s books and records. But...more

Allen Matkins

Court Holds State Owned LLCs Are Not "Political Subdivisions"

Allen Matkins on

The California State Teachers’ Retirement System ("CalSTRS"), formed  two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. ...more

Walkers

Jersey LLCs – key points for US managers and investors

Walkers on

Limited Liability Companies (“LLC”) are a familiar structuring tool for US managers and investors, and the introduction of the Jersey LLC is part of a strategy by the jurisdiction to increase its appeal to the US market. ...more

Proskauer Rose LLP

Del. Bankruptcy Rulings Instruct on Creditors' Rights to Sue

Proskauer Rose LLP on

Creditors of distressed businesses are often frustrated by shareholder- controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors' expense. In these...more

Fox Rothschild LLP

A Member of a Delaware LLC Can Withdraw Their Membership by Implied Agreement

Fox Rothschild LLP on

The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the LLC does not have a written operating agreement....more

Saul Ewing LLP

2022 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on

​On July 27, 2022, Delaware Governor John Carney signed into law the 2022 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

Dunlap Bennett & Ludwig PLLC

Delaware Franchise Tax for Startups

A common surprise for a new Delaware startup’s management team is the Delaware Franchise Tax. A management team often receives a letter informing it that its new corporation owes thousands of dollars in taxes and often is not...more

Foley & Lardner LLP

Flipping Your Business into the United States: Meet the Delaware C Corporation

Foley & Lardner LLP on

A company “flip” has become a ubiquitous method of accessing the U.S. markets, whether for fundraising or commercial growth. A “flip” involves formation of a corporation in the United States, typically a Delaware corporation...more

Saul Ewing LLP

2021 Delaware General Corporation Law and Alternative Entity Amendments

Saul Ewing LLP on

On June 30, Delaware Governor John Carney signed into law the 2021 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware...more

McDermott Will & Emery

2021 Amendments to Delaware Entity Statutes

Certain amendments to the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware General...more

ArentFox Schiff

Creditor Committees of Delaware LLCs Should Take Action to Preserve Derivative Standing

ArentFox Schiff on

Recent decisions and court commentary suggest that a creditors’ committee appointed in a Chapter 11 case should take immediate action to ensure that its rights to pursue derivative standing are preserved, particularly when...more

Wilson Sonsini Goodrich & Rosati

2020 Delaware Corporate Law and Litigation Year in Review

The firm’s corporate governance practice is pleased to present the 2020 Delaware Corporate Law and Litigation Year in Review, which highlights the recent Delaware law developments that will be of most interest to our clients....more

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