Court Of Chancery Resolves Who May Bring Derivative Claims After Dissolution
Matthew v. Laudamiel, C.A. 5957-VCN (February 21, 2012)
This decision resolves who may bring a derivative claim after an LLC has been dissolved. The argument made by 1 of the parties was that after dissolution, any member may bring a derivative claim directly. The Court rejected that argument and concluded that the claim still must be brought in the name of the LLC and that a petition might also be filed to have the entity restored to bring such a claim or for a trustee to be appointed to do so.
This decision also dealt with an important jurisdictional issue under the so-called conspiracy theory. It holds that the alleged conspirator must be aware that the conspiracy involves an action in Delaware in furtherance of the conspiracy, before the conspiracy is completed and the harm done.