In Trusa v. Nepo,No. 12071-VCMR (Del. Ch. Apr. 13, 2017), the Delaware Chancery Court dismissed plaintiff’s derivative claims in full after concluding that he lacked standing.  In Trusa, plaintiff loaned $200,000 to the defendant directors’ limited liability company.  Ultimately, defendants defaulted on the loan. The creditor plaintiff then filed suit asserting, among other claims, derivative claims for breach of fiduciary duty and for statutory dissolution of defendants’ company.  The Trusaplaintiff argued that the director defendants fraudulently induced him into making his loan, and that he had standing to pursue his claim as a creditor and under a power of attorney he obtained as part of the loan facility.  The court rejected both of these arguments.  Applying the “plain language” of Delaware’s Limited Liability Company Act, the court concluded that “only members and assignees may assert derivative claims on behalf of the Company.”  In rejecting plaintiff’s power of attorney argument, the court concluded that although the power of attorney permitted plaintiff to act in the company’s name, that grant of authority was limited, and did not include pursuing derivative claims.  Similarly, the Court concluded that plaintiff did not have standing to pursue statutory dissolution of the company because he was “neither a member nor a manager."