The Delaware General Assembly approved substantive changes to the Delaware Limited Liability Company Act during the 2017 Legislative Session. Among the amended provisions are those concerning distinctions between domestic and foreign limited liability companies; the substantial compliance standard related to formation; the type of business or entity that may be involved in fundamental transactions; and delegation of rights, powers and duties to manage and control the business and affairs of a limited liability company.

The 2018 Release of Symonds & O’Toole on Delaware Limited Liability Companies provides significant new and revised discussion of these and other developments in the law governing Delaware LLCs.

In addition, the 2018 release offers in-depth analysis of recent case law developments, including decisions addressing interpretation and enforcement of LLC agreements; Information access rights; Removal of managers; personal jurisdiction; fiduciary duties; indemnification and advancement; and dissolution and winding up.

An Essential Resource

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

The treatise includes discussion of the Delaware Limited Liability Company Act and related case law, legal analysis and practice recommendations, and appendices that contain the current Delaware LLC Act, historical versions of the statute, legislative history, and up-to-date forms.

The 2018 Release updates many chapters and sections of the text to address amendments to the Delaware Limited Liability Company Act and recent judicial decisions. The statute’s Default Rules table has been updated, as well as the Table of Cases, Table of Statutes and Index.

Authors Robert L. Symonds, Jr. and Matthew J. O’Toole, are partners at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. He is a former chairman and along with Mr. O’Toole is a long-time member of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

The treatise has been cited in a number of recent court decisions, including CompoSecure, LLC v. CardUX, LLC, 2018 Del. Ch. LEXIS 41 and Trusa v. Nepo, 2017 Del. Ch. LEXIS 57.

CSC® Publishing: Delaware Limited Liability Companies – 2018