Category: LLC Definitions


By , June 18, 2018 3:59 pm

Under the link below is an excellent discussion in a post by the Delaware law firm of Fox Rothschild concerning a recent decision of the Delaware Chancery Court defining the parameters of the implied contractual covenant of good faith and fair dealing and making clear that the doctrine applies only when one party to a contract has acted arbitrarily or unreasonably and thereby frustrated the reasonable expectations of the other party.

Here’s the link:


By , December 13, 2017 3:52 pm

In the post under the link below, Peter Mahler discusses a Massachusetts Supreme Court case providing a judicial a definition for the term “deadlock” under the deadlock-dissolution provision in the Massachusetts corporate statute.   Peter’s posts are always excellent, but in my view, the post below ranks as one of his very best, and the definition in the Massachusetts case applies just as much to LLCs as to corporations.

A key question about the definition for LLC formation lawyers is this:  What are its implications in LLC formation practice—i.e., in planning, negotiating and drafting LLC operating agreements?  I’ll try my hand at addressing that question in a forthcoming post.

Here’s the link:


By , January 21, 2015 2:27 pm

Another basic distinction you should be aware of in forming LLCs is the distinction between an LLC dissolution and an LLC liquidation.  Click here for to read a post about this distinction in the excellent LLC blog called LLC Law Monitor.


By , January 21, 2015 2:20 pm

In handling LLC formations, you need to understand the difference between actual and apparent LLC member and manager authority.   For a clear explanation of the difference in the context of litigation in a New York court, click here for a recent post in an excellent LLC blog called LLC Law Monitor.



By , January 19, 2015 3:44 pm

The term “material” is often a useful one to include in LLC operating agreements, even though the precise meaning of the term is usually quite unclear.  For example, many operating agreements provide that the managers must promptly disclose to the members all material information of which the managers become aware that may affect the LLC.  The following link briefly discusses this issue under Delaware law and includes a link to a very recent Delaware case on the issue:


By , August 7, 2014 2:11 pm

Even experienced LLC lawyers sometimes refer to LLC members’ memberships as “LLC interests.”  However, under most LLC statutes, the term “LLC interest” means only a member’s right to allocations of LLC profits and losses and to distributions of LLC cash and other assets.  It does not mean a member’s LLC membership rights in their entirety (including, for example, management and fiduciary rights).

The above meaning of the term “LLC interest” is the basis for an interesting recent LLC charging order case.  The cite is Young v. Levy, 140 So.3d 1109 (District Court of Appeal of Florida, Fourth District, June 18, 2014).


By , June 23, 2014 6:28 pm

Whenever you form an LLC for your clients, you should explain to them the meaning of key LLC statutory rules and terms relevant to them.  The most relevant term of all is often the term “limited liability.”   In this blog post, Doug Batey discusses two issues concerning limited liability that often arise in LLC formations and operations.


By , March 22, 2014 3:42 pm

The term “manager” is one of the most basic terms in LLC business organization law, but I know of no LLC act that defines the term.  This post in a Morris James LLP blog entitled “Delaware Business Litigation Report” discusses a recent Delaware district court decision that defines it.  Basically, the case holds that in LLCs that are governed by a board, the board members are “managers” for purposes of the relevant Delaware personal jurisdiction statute but the officers to whom the board delegates management functions and authority are not.  The case citation is Wakley Limited v. Ensotran LLC, C.A. 12-728-GMS (March 18, 2014).

I think the Wakley decision is of questionable validity, but, unless overturned on appeal, it is likely to be influential not only in Delaware but also in many other states.