In the law of LLCs and LPs, the most important context for “good faith” is the implied contractual obligation of good faith and fair dealing. The obligation has developed its own, special character a…
Articles and Features
Delaware Insider: A Fully Informed and Disinterested Stockholder Vote Cleanses Transactions Tainted by Board Conflicts
The decision In re Merge Healthcare Inc helps to clarify some uncertainty created by various decisions of the Court of Chancery as to the effect of Corwin on interested director transactions.
A benefit of LLCs is the flexibility in management structure, and due to wide understanding of the corporate governance model, it is sometimes used in LCCs–a practice called corporification.
Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution
Provided is a framework for addressing the importance of adopting deadlock-breaking mechanisms in LLC operating agreements as an alternative to seeking judicial dissolution when a deadlock arises.
The use of LLCs increasingly intersects with the nonprofit sector, including their use as hybrid for-profit/nonprofit enterprises.
A limited liability company may choose to be taxed as a subchapter S corporation, with that choice comes potential advantages and pitfalls.