Delaware LLC Act

2017 PROPOSED AMENDMENTS TO DELAWARE’S LLC AND PARTNERSHIP ACTS

The Delaware Limited Liability Company Act is the most prestigious U.S. LLC act, many sophisticated investors and lenders will deal only with Delaware LLCs, and when two or more LLC founders from non-Delaware states disagree about whose LLC act will govern, they often choose the Delaware Act.  Sophisticated LLC lawyers should have a detailed understanding […]

THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING

The implied contractual covenant of good faith and fair dealing applies powerfully to the interpretation and implementation of the operating agreement of every multi-member LLC.  So LLC lawyers have to have a deep understanding of implied covenant doctrine.  The new article cited below is an excellent introduction to this doctrine under Delaware law, and the […]

ADVANCEMENT AND INDEMNIFICATION PROVISIONS IN LLC OPERATING AGREEMENTS

In the operating agreements of larger and more sophisticated LLCs—and sometimes the operating agreements of smaller LLCs—advancement and indemnification provisions can be critically important.  The new post under the link below provides a brief but excellent discussion of the Delaware LLC law relevant in drafting these provisions. Here’s the link:  http://www.lexology.com/library/detail.aspx?g=a234e902-0fd0-4369-94ca-242ecc7c028c&l=7T7DJ8A

DELAWARE ENTITIES-LIFE CYCLES

The Delaware Limited Liability Company Act is often the best LLC act under which to form an LLC even for non-Delaware clients; and, as is often said, “Delaware is everyone’s second choice” when clients from two or more jurisdictions are forming an LLC.  The new article whose title is below is a significant contribution to […]

DEVELOPMENTS IN DELAWARE LAW

Under the link below is a rather detailed article from the Morris Nichols law firm (Delaware) about the recent amendments to the Delaware General Corporation Law and in the Delaware “alternative entity” statutes, including the Delaware Limited Liability Company Act. Here’s the link:   http://www.mnat.com/files/BylinedArticles/2016AmendmentstoDelawaresGeneralCorporationLawandAlternativeEntityStatutes.pdf

NEW AMENDMENTS TO DELAWARE GLL AND LLC ACT

The post under the following link provides a good summary of the above amendments: http://www.lexology.com/library/detail.aspx?g=00ebf0dc-952e-4884-a39f-4e7de098802a&l=7S4DNFC

NEW AMENDMENTS TO THE DELAWARE LLC AND PARTNERSHIP ACTS

The Delaware Limited Liability Company Act is by far the most prominent and influential U.S. LLC Act  Every LLC lawyer should be familiar with it and should know when it to use instead of the lawyer’s home state act.  The Delaware law firm of Richards Layton & Finger provides an excellent summary of the several […]

AMENDMENTS TO DELAWARE ENTITY STATUTES

For those of you who form Delaware LLCs and other Delaware entities, here is a good post re the new Delaware amendments to Delaware entity statutes: http://www.lexology.com/library/detail.aspx?g=9e388310-c142-4763-a754-489fa73237ff&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2015-08-05&utm_term=

CHANGES IN DELAWARE LLC AND PARTNERSHIP STATUTORY LAW

The governor of Delaware has just signed bills making changes in Delaware LLC and partnership statutory law.  If you form Delaware LLCs or partnerships or if you might eventually form them or if you’re looking for statutory concepts potentially useful in the LLC act of your home state (as I do for the Massachusetts and […]

NEW DELAWARE ARBITRATION ACT

The Delaware Limited Liability Company Act is the LLC act of choice for many LLCs whose businesses involve significant financial stakes, and it is “everybody’s second choice” when two parties from two different non-Delaware jurisdictions can’t agree on the LLC act that will govern an LLC they are forming together.  Delaware has recently enacted a […]