Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues

Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013) Issue Presented  This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several … Continue reading

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and … Continue reading

Chancery Addresses Default Fiduciary Duties in LLC Context

In Feeley v. NHAOCG, LLC , C.A. No. 7304-VCL (Del. Ch. Nov. 28, 2012), the Delaware Court of Chancery addressed–for the first time since the recent Delaware Supreme Court decision in Gatz Properties v. Auriga Capital, highlighted on these pages here, the issue … Continue reading

Court Provides Practical Advice on Advancement Claims

Feeley v. NHAOCG, LLC, is a pending Chancery case involving issues that relate to a contest for control, and which has thus far generated two opinions, highlighted on these pages here and here. A transcript of an oral argument in this … Continue reading

Chancery Applies DGCL Section 144 to LLCs by Analogy

Feeley v. NHAOCG, LLC, C.A. No. 7304-VCL (Del. Ch. Oct. 12, 2012). What this case is about: This Delaware Court of Chancery opinion addresses a dispute regarding management and control of an LLC based on an interpretation of the LLC … Continue reading

Chancery Explains In Rem Jurisdiction in Challenge to Managing Member Position of LLC

Feeley v. NHAOCG, LLC, C.A. No. 7304-VCL (Del. Ch. March 20, 2012). Issue Presented When a managing member of an LLC is “jurisdictionally present” in Delaware, is that party also subject to the jurisdiction of the Delaware Court of Chancery … Continue reading

Chancery Grants Final Judgment Pursuant to Court of Chancery Rule 54(b) against one Defendant only; and Discusses ‘Majority View’ Standard for Rule 12(b)(2)

Matthew v. Laudamiel, C.A. No. 5957-VCN (Del. Ch. March 20, 2012).  The prior decision by the Delaware Court of Chancery in this matter was highlighted on these pages here.  Issues Addressed Whether a final judgment should be entered pursuant to Court … Continue reading