Delaware LLC Treatise Cited in Recent Chancery Court Decisions

Delaware LLC Treatise Cited in Recent Chancery Court Decisions

January 17, 2017

A recent Delaware Court of Chancery ruling about a non-member’s rights to inspect a Delaware limited liability company’s (LLC) books and records cited Symonds & O’Toole on Delaware Limited Liability Companies (DLLC) in its decision.

In Tafaro v. Innovative Discovery LLC, 2016 Del. Ch. LEXIS 190 (Del. Ch. Oct. 31, 2016), the Court found that “even assuming the Amended Agreement could grant books and records inspection rights to non-members under the statute, it does no such thing. Instead, this provision grants a separate (and more limited) contractual right that allows Economic Interest Holders and Members to inspect certain documents.”

The finding cited a passage from Symonds and O’Toole’s Delaware LLC treatise: “Those who are not members or managers of a Delaware limited liability company possess no explicit default information access rights under the DLLC Act.” Although, “the limited liability company agreement or another agreement may entitle a non-member or non-manager to inspection of certain books and records of the company or other information access rights, the DLLC Act may not apply to the interpretation or enforcement of those rights.”

Published by Corporation Service Company® (CSC®) in collaboration with LexisNexis®, this newly updated treatise includes discussion of the Delaware Limited Liability Company Act and related case law, legal analysis and practice recommendations, and appendices that contain the current Delaware LLC Act, historical versions of the statute, legislative history, and up-to-date forms.

Symonds & O’Toole on Delaware Limited Liability Companies has been cited in a number of recent court decisions in Delaware and elsewhere in addition to Tafaro, including Obeid v Hogan, 2016 Del. Ch. LEXIS 86 (June 10, 2016) and Wells Fargo Bank NA v TIC Acropolis LLC, 2016-Ohio-142, 2016 Ohio App. LEXIS 131 (2d Dist. 2016).

“Litigators want to know what judges are thinking, and what they’re reading,” notes CSC Publishing Director Eric Geringswald. “These citations answer that question. Attorneys who are looking for a key Delaware LLC resource and insight into what the decision makers are thinking should not be without this treatise.”

About Symonds & O’Toole on Delaware Limited Liability Companies

Symonds & O’Toole on Delaware Limited Liability Companies provides workable solutions for even the most complex transactions, and practical insight into case law interpreting the statute, to help attorneys and legal professionals provide informed representation and advice to clients looking to make the most of their Delaware LLCs.

This comprehensive resource—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—includes discussion of the Delaware Limited Liability Company Act and related case law, legal analysis and practice recommendations, and appendices that contain the current Delaware LLC Act, historical versions of the statute, legislative history, and up-to-date forms. Topics include:

• Forming and organizing an LLC
• Financing an LLC
• Drafting an LLC agreement
• Members and managers
• Ownership, voting, and LLC interests
• Indemnification, exculpation, and other liability protections
• Fiduciary duties
• Series LLCs
• Creditors’ rights, protections, and remedies
• Mergers, conversions, and other fundamental transactions
• Dissolution, winding up, and termination of the LLC

About the authors

Authors Robert L. Symonds, Jr. and Matthew J. O’Toole, considered among the foremost authorities on Delaware LLCS, are partners at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. He is a former chairman, and along with Mr. O’Toole, is a long-time member of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

Mr. O’Toole and Mr. Symonds both have testified before the Delaware General Assembly on various proposed statutory amendments. Mr. O’Toole is the current chairman of the Council of the Corporation Law Section of the Delaware State Bar Association, which monitors and proposes amendments to the General Corporation Law of the State of Delaware. Mr. Symonds is a member of the Delaware State Bar Association’s committee charged with reviewing and proposing amendments to the Delaware Statutory Trust Act.

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Symonds & O’Toole on Delaware Limited Liability Companies is available as a hardbound binder with inserts or as an eBook, and is also available online on Lexis Advance®. Yearly updates ensure that subscribers stay on top of developments in Delaware LLC law. For more information on this title or any of CSC’s other legal guides, visit www.cscglobal.com/publications.