News & Analysis as of

Business Litigation Limited Liability Company (LLC) Delaware General Corporation Law

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Allen Matkins

Another Court Conflates Limited Liability Companies And Corporations

Allen Matkins on

For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations. Recently, I came across yet another egregious mergence of the corporate and LLC forms...more

Robson & Robson, P.C.

Waiving Judicial Dissolution in Pennsylvania: Not Happening, But That May Be Okay.

Robson & Robson, P.C. on

When two or more people become owners of a limited liability company and embody their relationship in an operating agreement, they usually see sunshine and rainbows in their future. They have an idea, they have a corporate...more

Farrell Fritz, P.C.

A Recurring Business Divorce Feature: Usurpation of Corporate Opportunity

Farrell Fritz, P.C. on

One of the earliest signs that a closely-held business is headed for divorce lies in how its owners treat new opportunities. When the relationship among the owners reaches a certain level of distrust, an owner presented with...more

Hicks Johnson

Exculpation Provisions in LLC Agreements: A Comparison of Delaware and Texas

Hicks Johnson on

Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more

Farrell Fritz, P.C.

General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

Farrell Fritz, P.C. on

A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more

Gray Reed

An Illustration of Remote Controller Fiduciary Liability

Gray Reed on

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more

7 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide