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Court Of Chancery Determines When Right To Advancement Vested In An LLC Agreement

Harrison v. Quivus System LLC, C.A. 12084-VCMR (August 5, 2016) (transcript )

This decision provides an excellent review of when the right to advancement under an LLC agreement vests so as to not be lost by the later discharge of the officer involved. Basically, when advancement is provided for upon becoming a covered person, the later discharge and suit against that person does not cause her to lose the right to have her fees advanced.  Importantly, in the LLC context – where the LLC Act defers to the parties’ choices in contracting – ultimately, the contractual language will control in any given case.  



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