A recent Court of Chancery decision provides a few basic but important statements of Delaware law that are useful for the toolbox of corporate and commercial litigators. In Klein v. ECG Topco Holding, LLC, C.A. No. 2021-0701-LWW (Del. Ch. July 8, 2022), the Court pithily decides issues that arose in the context of the
LLC agreement
Chancery Provides Guidance on Interpretation of LLC Agreement
By Francis Pileggi on
Posted in Chancery Court Updates
The recent Chancery decision in Pearl City Elevator, Inc. v. Gieseke, C.A. No. 2020-0419-JRS (Del. Ch. March 23, 2021), addressed the issue of whether the procedures in an LLC Agreement were correctly followed, such that a party acquired sufficient ownership interest in order to control the board.
This decision is useful for its recitation of…
Chancery Interprets LLC Agreement that Modifes Fiduciary Duties
By Francis Pileggi on
Posted in Chancery Court Updates
Kahn v. Portnoy, (Del. Ch., Dec. 11, 2008), read opinion here.
This Chancery Court opinion deals with the important concept of the ability to modify fiduciary duties in an LLC agreement. In this derivative case involving an LLC, the LLC agreement’s modification of fiduciary duties was not clear enough to choose one reasonable interpretation over…
Chancery Rules that LLC Agreement is Subject to Statute of Frauds, in Issue of First Impression
By Francis Pileggi on
Posted in Chancery Court Updates
Olson v. Halvorsen, (Del. Ch., Oct. 22, 2008), read opinion here. The Chancery Court decided an issue of first impression in the context of cross motions for summary judgment in this case: Does the statute of frauds apply to an LLC Agreement. The answer is yes.
Moreover, the court reasoned that in…