The Delaware LLC Act, and related alternative entity acts, were amended effective August 1, 2021. There are three particular amendments, in response to three separate court decisions, that are especially noteworthy:
- Amendments were made to allow delegation of management rights even by a conflicted principal–in response to the Chancery decision in Wenske v. Bluebell Creameries, highlighted on these pages.
- Amendments were designed to address the default rule, even if not provided for in an alternative entity agreement, that a demand for books and records be qualified by what is “necessary and essential”. This amendment was reportedly a response to the Delaware Supreme Court decision in Murfey v. WHC Ventures, highlighted on these pages.
- Similar to analogous provisions in the DGCL, the LLC Act and related alternative entity acts were amended to allow a safe harbor for the ratification of defective acts that are either void or voidable. These amendments were a response to the decision in Composecure, LLC v. Cardux, LLC. The Chancery decision was highlighted on these pages, but the Delaware Supreme Court reversed in part, and remanded the Chancery ruling.