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Limited Liability Company (LLC) › Contract Terms › Delaware Limited Liability Company Act

Venable LLP

Despite Chancery Court Decisions in Recent Years, Agreements Continue to Include Transfer Restrictions That May Not Be Enforceable

Venable LLP on

Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more

Lathrop GPM

Delaware Case Examines Amendment-by-Merger Provision of LLC Act

Lathrop GPM on

On  August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more

Farrell Fritz, P.C.

Can a Deadlock Resolution Provision Cause Deadlock? This One Did

Farrell Fritz, P.C. on

This is the story of a deadlock resolution provision that backfired. It is a long story — 94 pages long to be exact. That is the length of Chancellor Bouchard’s characteristically detailed and thorough post-trial opinion...more

Herbert Smith Freehills Kramer

The New Delaware LLC “Divisive Merger” Provision – A Potentially Dangerous Loophole Under Debt Covenants

Herbert Smith Freehills Kramer on

Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more

Farrell Fritz, P.C.

Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

Farrell Fritz, P.C. on

The sudden death of Alexander Calderwood, the brilliant but troubled co-founder of the Ace brand of hotels, resulted in some fierce litigation between Calderwood’s estate and Calderwood’s LLC co-member over the nature of his...more

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