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Delaware Supreme Court affirms reformation of LLC agreements but reverses award of attorneys' fees - law firm was working for free

Stoel Rives LLP
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USA
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May 13 2013

Last year the Delaware Court of Chancery reformed the cash distribution waterfall provisions of three real estate joint venture LLC agreements

Uncertainty over Delaware LLC fiduciary duties to be clarified

Stoel Rives LLP
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USA
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April 16 2013

Last fall the Delaware Supreme Court surprised many corporate lawyers when it declared that whether the Delaware LLC Act imposes fiduciary duties on

Ohio upholds charging order on medical LLC

Stoel Rives LLP
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USA
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May 3 2013

LLCs have become the entity of choice for most new businesses, and as a result charging orders are being sought more and more frequently. A novel

Federal court pierces veil of Delaware LLC on alter ego theory

Stoel Rives LLP
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USA
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April 16 2012

The Federal District Court in New York granted summary judgment to pierce the veil of a Delaware limited liability company in Soroof Trading Development Co. Ltd. v. GE Fuel Cell Systems LLC, No. 10 Civ. 1391(LTS)(JCF), 2012 WL 209110 (S.D.N.Y. Jan. 24, 2012

Georgia court dismisses LLC derivative suit, and declines to adopt futility exception to the pre-filing demand requirement

Stoel Rives LLP
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USA
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June 11 2012

A derivative suit is a procedural device that can be used by a member of a limited liability company to assert a claim on behalf of the LLC against a manager or managing member of the LLC that is breaching its fiduciary or contractual obligations to the LLC

Maryland resists piercing LLC veil

Stoel Rives LLP
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USA
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April 8 2013

Veil-piercing law varies widely from state to state, and a recent Maryland case is an example of the member-protective end of the spectrum. Its

Kentucky court applies the law of LLC's state of formation to veil-piercing claim

Stoel Rives LLP
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USA
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January 4 2013

The legal doctrine known as "piercing the veil" allows an LLC's creditor to ignore the separate existence of an LLC and assert its claim directly against

Connecticut court clarifies member voting requirement for approval of LLC's lawsuit

Stoel Rives LLP
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USA
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August 20 2012

When a Connecticut LLC filed suit to collect rent from its tenant, the tenant defended on grounds that the LLC members who approved the lawsuit owned only 50 of the LLC and therefore lacked the requisite majority vote

Delaware: fiduciary duties exist even when LLC manager has no discretion in voting

Stoel Rives LLP
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USA
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March 15 2013

A contract that limits a corporate director's vote is generally invalid, but not so for LLC managers. The guiding principle for LLCs is freedom of

North Carolina court resolves conflict between LLC Act rules on member withdrawals and assignments to non-members

Stoel Rives LLP
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USA
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January 30 2013

A North Carolina court last month was faced with troubling issues involving assignments of LLC member interests and changes of control. There was no