Communities
Eric Geringswald
Post Controls
Eric Geringswald Posted on : Insider Community

Changes to Delaware’s LLC Act benefit LLCs and transactional planners

Topics:

The Delaware General Assembly approved two significant sets of changes to the Delaware Limited Liability Company Act during the 2018 Legislative Session:

  • Lawmakers overhauled the treatment of series limited liability companies to provide increased flexibility, certainty, and other advantages for transactional planners.
  • Lawmakers enacted provisions allowing for “division,” a new type of statutory transaction intended to provide additional options for businesses, consistent with the enabling nature of the statute.

The 2019 update to Symonds & O’Toole on Delaware Limited Liability Companies contains discussion of these and other developments, with significant new and revised material on a number of critical topics. In particular, the 2019 Release adds a section in Chapter 14 addressing the division of a Delaware limited liability company, providing an overview and details on the topic. It also includes a new Chapter 10 that discusses at length the “protected series” provisions and the “registered series” concepts that have been introduced into the Act. The new Chapter also provides commentary on newly-authorized statutory public benefit limited liability companies.

The 2019 release includes the full text and in-depth analysis of additional 2018 amendments, including amendments regarding:

  • The use of electronic networks and databases, i.e., blockchain technology, in regard to a limited liability company’s internal affairs
  • Judicial cancellation of a limited liability company’s certificate of formation

Readers will also find in-depth analysis of recent case law developments, including interpretation and enforcement of LLC agreements; application of default provisions of the DLLCA; information access rights; personal jurisdiction; management authority and other governance issues, including fiduciary duties; and dissolution and winding up.

The Essential Resource for Understanding Delaware LLCs

Symonds & O’Toole on Delaware Limited Liability Companies—referenced by the Delaware Court of Chancery as “the leading Delaware LLC treatise”—is a comprehensive resource for business attorneys that offers workable solutions for complex transactions involving Delaware LLCs, as well as practical insight into case law interpreting the statute.

The volume features:

  • Discussion of the statute and case law
  • Legal analysis and practice recommendations
  • Appendices that include the current Act, historical versions of the statute, legislative history, and up-to-date forms

The authors, both intimately involved in the drafting of the Delaware Limited Liability Company Act, draw on their extensive experience to cover the life cycle of a Delaware LLC, including:

  • LLC formation and organization
  • Drafting the LLC agreement
  • Financing the LLC
  • Members and managers
  • Ownership, voting and LLC interests
  • Indemnification and Other Liability Protections
  • Fiduciary duties
  • Series LLCs
  • Creditors’ rights, protections, and remedies
  • Mergers, conversions, divisions, and other fundamental transactions
  • Dissolution, winding up and termination of the LLC

The treatise continues to be cited by the Delaware Court of Chancery, such as in Coyne v. Fusion Healthworks, LLC, C.A. No. 2018-0011-MTZ (Del. Ch. Apr. 30, 2019).

About the authors

Matthew J. O’Toole is a partner and Robert L. Symonds, Jr. is a retired partner at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is the current chair of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.