Court Of Chancery Clarifies Personal Jurisdiction Over LLC Managers
Posted In Jurisdiction/Venue/Standing
In The Matter of Dissolution Of Arctic Ease LLC, C.A. No. 8932-VCMR (December 9, 2016)
The Delaware LLC Act provides for personal jurisdiction in Delaware over those who manage a Delaware LLC—i.e., those who are named as managers in the LLC agreement, and those who participate materially in the LLC’s management. This decision explains what it means to participate materially in the LLC’s management by a thorough analysis of the precedents. In effect, it means the person must have the management role usually undertaken by a corporate director—a control or decision-making role. Just acting as an officer is not enough when that person is subject to the control of others.