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BLT: July 2013

Exit Stage Left: Getting out of Your Limited Liability Company

Feature Articles

Exit Stage Left: Getting out of Your Limited Liability Company

The importance of addressing exit mechanisms in an LLC Agreement, including a brief description of possible exit mechanisms.

SEC Chairman Mary Jo White in mid-June announced an important change to the Commission's policy of permitting parties to settle SEC securities claims without admitting wrongdoing. Her announcement and other remarks illuminate how co-directors George S. Canellos and Andrew J. Ceresney will oversee the SEC's Enforcement Division.

On May 29, 2013, the Delaware Court of Chancery, in In re MFW Shareholders Litigation, issued an important securities-law decision, holding that the Business Judgment Rule standard of review applies to going-private transactions with controlling stockholders under certain conditions.

The problem of multi-forum litigation, wherein shareholders simultaneously challenge a single transaction in many courts throughout the country, has garnered lots of attention from the judiciary, scholars, and the popular press. One potential solution the Delaware Court of Chancery recently confronted is the enactment of so-called "forum selection bylaws."

Former Business Law Section chair E. Norman Veasey served as the Chief Justice of Delaware for 12 years. During his tenure, the U.S. Chamber of Commerce ranked Delaware's courts first in the nation for three consecutive years for their fair and efficient litigation environment.

While the vast majority of the Committees within the ABA Business Law Section seek to further members' understanding of particular areas of law or areas of practice within the broad umbrella of business law, several Committees focus on how all attorneys can do well, do good, and do right.

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