The Delaware Court of Chancery, in 77 Charters, Inc. v. Jonathan D. Gould, et al. and Stonemar Cookeville Partners, LLC, et al., C.A. No. 2019-0127-JRS, memo. op. (Del. Ch. May 18, 2020), found individual defendant, who was neither a member nor a manager of nominal defendant LLCs, conceivably owed fiduciary duties as the controller of the LLCs’ managing entity under In re USACafes.
NEW: K&L Gates discusses the decision in Specific Language of Operating Agreements Key in Chancery Court Dismissal of “Laundry List” of Claims Against LLC Managers.
Troutman Pepper discusses the decision in Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement.
Morris James discusses the decision in Corporate Opportunity Doctrine Waiver Does Not By Itself Also Constitute a Waiver of Default Fiduciary Duties under an LLC Agreement.
Chauna Abner discusses the decision in Chancery Rules on a Controller’s Fiduciary Duty of Loyalty.
Pepper Hamilton discusses the decision in Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement.