Symonds & O’Toole on Delaware Limited Liability Companies

Symonds & O’Toole on Delaware Limited Liability Companies 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 statutes. This updated work helps provide the best possible representation and advice to your clients who are looking to make the most of Delaware LLCs with:

• discussion of statutory and case law;
• legal analysis and practice recommendations;
• appendices that include the current Delaware Limited Liability Company Act, historical versions of the statute, legislative history, and up-to-date forms.

This 2019 release updates many chapters and sections to address amendments to the Act along with recent judicial decisions, adding a section that addresses division of a Delaware LLC as well as a new chapter that discusses at length the “protected series” provisions and the “registered series” concepts that have been introduced into the Act. This new chapter also provides commentary on Statutory Public Benefit Limited Liability Companies, a new type of LLC newly created by 2018 legislation.

In addition, this release includes the full text and in-depth analysis of additional 2018 amendments, including the use of blockchain technology regarding LLCs’ internal affairs and judicial cancellation of an LLC’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.

As in previous releases, the authors 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).

Authors: Robert L. Symonds, Jr. and Matthew J. O’Toole
Executive Editor: Michael Maxwell

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