Search Results for: Section 18-305

Chancery Court Considers Evidence Outside Operating Agreement to Determine Membership of LLC for Purpose of Books and Records Demand Under Section 18-805 of LLC Act

 Mickman v. American International Processing, L.L.C., et al,  (Del. Ch., C. A. No. 3869-VCP, April 1, 2009),  read opinion here. Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his analysis of this case. In this Chancery Court decision, Vice Chancellor Parsons addressed the issue of what evidence the Court might … Continue Reading

Moving records action to New York would not be more efficient for plaintiff, Chancery says

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. Rallye Motors Holding, LLC cannot use Delaware’s McWanedoctrine to force its ex-CEO to move his books-and-records action to New York, where a fellow member and ex-employee of that limited … Continue Reading

Court of Chancery Appoints Receiver as Remedy for Contempt in Books and Records Action

Jagodzinski v. Silicon Valley Innovation Company LLC, C.A. No. 6203-VCP (Del. Ch. Feb. 14, 2012). Issue Addressed The issue addressed in this case was whether the Court of Chancery should grant a Motion for Contempt and for the Appointment of a Receiver in connection with a failure to comply with a prior order entered by the … Continue Reading

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery

Noteworthy 2011 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 seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court … Continue Reading

Chancery Explains What Documents are Required to be Produced by an LLC to a Member for Valuation Purposes

DFG Wine Company, LLC v. Eight Estates Wine Holdings, LLC, C.A. No. 6110-VCN (Del. Ch. Aug. 31, 2011).  This decision was initially sealed and not available to the public until recently. Issue Addressed This is a books and records action involving an LLC, based on Section 18-305 of the Delaware LLC Act.  In this post-trial … Continue Reading

Chancery Orders Prompt Trial on Books and Records Case

Lavi v. Wideawake Deathrow Entertainment LLC, C.A. No. 5779-VCS (Del. Ch. Jan. 18, 2011), read letter ruling here. Issue Addressed The issue decided by the Court of Chancery in this books and records action under Section 18-305 of the Delaware Limited Liability Company Act was whether a motion to dismiss the complaint should be granted in light of … Continue Reading

Chancery Court Grants Access to General Ledger and Right to Obtain Photocopies Based on Terms of LLC Agreement but Denies a Request for Attorneys’ Fees

Mickman v. American International Processing, L.L.C., Del. Ch., No. 3869-VCP (July 28, 2009), read opinion here. This opinion decides issues related to a demand for books and records pursuant to the terms of an LLC Operating Agreement. The issues addressed are more precisely formulated as follows: (1) How broad is the definition in the agreement of the phrase “all books … Continue Reading