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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

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

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

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

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

Oregon workers' compensation law does not shield employer LLC's managing member from negligence claim by injured worker

Stoel Rives LLP
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USA
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May 1 2012

The Oregon Court of Appeals recently held that the exclusive remedy provision of Oregon’s workers’ compensation law does not shield an employer LLC’s managing member from a negligence claim by the LLC’s injured worker

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

New York court orders dissolution of LLC - recharacterizes capital contributions as loans to reach equitable result

Stoel Rives LLP
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USA
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January 27 2012

An involuntary dissolution case was decided by the New York Supreme Court (the trial court) two weeks ago, on a petition for dissolution by one of the two members of a limited liability company

Kansas authorizes series LLCs

Stoel Rives LLP
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USA
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May 8 2012

Kansas recently became the latest state to authorize series limited liability companies

California and New Jersey adopt RULLCA, the Revised Uniform Limited Liability Company Act

Stoel Rives LLP
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USA
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October 1 2012

The governors of California and New Jersey both signed new LLC statutes into law on September 21, 2012, and both states adopted the Revised Uniform Limited Liability Company Act (RULLCA), with some variations