Tag Archives: Delaware LLC Act

Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners

An Eckert Seamans associate prepared this overview. In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction.  The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of personal jurisdiction in … Continue Reading

Chancery Explains Basis for Fiduciary Duty Default Standards Applicable to LLCs

Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here. What this Case is About and Why it is Important This case establishes a high-water mark in terms of providing the most comprehensive explanation, based on legislative history and a review of Delaware cases, to explain why … Continue Reading

Chancery Court Champions Contractual Flexibility of LLC Act and Allows Waiver of Member’s Right to Seek Dissolution

 In R & R Capital, LLC v. Buck & Doe Run Valley Farms, LLC, 2008 WL 3846318 (Del.Ch., Aug. 19, 2008),  read opinion here, the Delaware Chancery Court provides a detailed and expansive public policy analysis as well as extensive legal reasoning and statutory interpretation to explain why the Delaware LLC Act allows members to waive their right … Continue Reading