Limited Liability Company (LLC), Breach of Contract, Delaware

Delaware Court of Chancery Invalidates Noncompete Provision Found in Typical Sponsor Equity Documents

Troutman Pepper Locke on 8/13/2025

In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more

Chancery Upholds Expulsion of LLC Investor, Awards Fees and Expenses Caused by Breach

Morris James LLP on 7/10/2025

PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

Morris James LLP on 5/27/2025

Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

You Come at the LLC Manager, You Best Not Miss

Patton Sullivan Brodehl LLP on 5/19/2025

In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on 5/8/2025

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on 5/6/2025

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on 3/3/2025

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on 2/26/2025

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Limited Liability Company (LLC) › Breach of Contract › Delaware

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