Judge James T. Vaughn, Jr.
Amendments to the Delaware Limited Liability Company Act adopted earlier this year by the Delaware General Assembly went into effect August 1, 2014.
The amendments are as follows:
Consider the persimmon. No wild fruits are so sweet and delectable as ripe persimmons after the first fall freeze, if you can beat the birds to them. But a green persimmon is not just less tasty; it is inedible. Not even a ‘possum will eat a green persimmon.
In Ross Holding and Management Co. v. Advance Realty Group LLC, the Delaware Court of Chancery has held again that traditional corporate fiduciary duties of care and loyalty apply to the members and managers of limited liability companies. The Court wrote:
Some types of business entities (most famously, corporations) offer limited liability to their managers, owners, and officers. That is, under most circumstances such parties will have no personal liability for debts incurred (through tort or contract) by the business entity.
Berger Harris partner and Business Law Basics co-blogger Michelle Quinn will be a presenter of a webinar entitled "
UPDATE [7/22/14]: Professor Hamburger has a further piece on distinguishing the rule of law from rule by law.
Berger Harris partner and Business Law Basics co-author Brian Gottesman was interviewed by Family BusinessCast on the advantages of
LLC Law Monitor reports on two recent decisions (one in Montana, and the other in Louisiana) dealing with personal liability of the manager of an LLC: