Achaian — Lessons For Drafting LLC Agreements

Law360, New York (September 2, 2011, 1:26 PM EDT) -- The Delaware Chancery Court has issued a decision that has significant implications for drafting and interpreting limited liability company agreements.

In Achaian Inc. v. Leemon Family LLC, the Chancery Court held that (1) parties to an LLC agreement have considerable latitude to determine how to govern an LLC’s affairs and that provisions in LLC agreements generally will trump contrary provisions in Delaware’s Limited Liability Company Act (a reaffirmation of past Delaware decisions), (2) although the act provides that an assignment of limited liability company interests (“membership...
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