Delaware has long been recognized for its corporate law. However, in recent years, more than three times as many LLCs and LPs are formed in Delaware annually compared to corporations. Increasingly, therefore, litigation before the Court of Chancery involves the control and governance of these “uncorporations.” Our attorneys are experienced in representing the entities, as well as their owners and managers, in disputes ranging from the fiduciary and contractual duties of managing members and managers of LLCs and partners of LPs to the statutory (and sometimes contractual) rights of members to inspect the books and records of the company.
Morris James attorneys understand the unique nature of uncorporations. The cases often involve both the equitable aspects of corporate fiduciary litigation and contract interpretation because of the ability to alter in an LLC operating agreement or limited partnership agreement the default rules under the Delaware Limited Liability Company Act and Delaware Revised Uniform Limited Partnership Act. We leverage our vast experience in both Delaware corporate litigation and contract litigation to handle the confluence of both types of law in what are often hybrid cases.
Morris James prides itself on the close working relationships that it establishes with inside counsel and its clients. Particularly in the LLC and LP context, we understand that there can be no “one size fits all” approach given both varying size of companies and diverse industries that use these entity forms. Using technology to control costs, Morris James develops a case management plan with its clients that focuses on the client’s objectives.
Our LLCs, LPs, and Partnerships Team
Morris James’ LLC, LP, and Partnerships team is among the most well-respected in Delaware. Morris James attorneys serve on the drafting committee of the Delaware State Bar Association responsible for proposing revisions to the Delaware Limited Liability Company Act, Delaware Revised Uniform Limited Partnership Act, and the Revised Uniform Partnership Act. Our attorneys include the current and former chairs of the ABA’s Partnerships and Alternative Entities Subcommittee of the Business and Corporate Litigation Committee (Business Law Section). The members of our team regularly publish in national publications on LLC and LP litigation. Additionally, our attorneys are recognized by Chambers USA as “America’s Leading Lawyers for Business”. Our lawyers are also listed in Benchmark Litigation, Best Lawyers®, and Delaware Super Lawyers® for their business litigation skills. Our LLC, LP, and Partnerships team includes a former Vice Chancellor of the Court of Chancery.
Obtained more than $10 million judgment in AAA arbitration on behalf of member and limited partner for breach of LLC and LP agreements.
Obtained the first Court of Chancery decision following Gatz Properties, LLC v. Auriga Capital Corp., 59 A.3d 1206 (Del. 2012) holding that managing members of Delaware LLCs owe default fiduciary duties.
Representing member in seeking books and records of LLC operating as an exchange traded fund or ETF.
Represented independent directors of nitrogen company in proposed transaction by controller to buy out limited partners under Master Limited Partnership Agreement.
Represented member of LLC seeking dissolution of entity due to deadlock.
Representing member of LLC seeking dissolution of entity and in asserting claims of breach of fiduciary duty against other member for disloyal conduct.
Represented former manager of LLC seeking advancement from entity of fees and expenses incurred in defending claims brought by entity.
Represented former limited partner seeking advancement from entity of fees and expenses incurred in defending against third party claims and criminal proceedings.
Representing limited partnership as nominal defendant in derivative action.
Representing general partner and management members of general partner in defense of claims of breach of LP agreement and breach of fiduciary duty.
- Edward M. McNally, Of Counsel
- Eugene H. Bayard, Of Counsel
- John W. Noble, Partner
- P Clarkson Collins, Jr., Partner
- Lewis H. Lazarus, Partner
- Albert H. Manwaring, IV, Partner
- K. Tyler O'Connell, Partner
- Patricia A. Winston, Partner
- Albert J. Carroll, Attorney
- Alberto E. Chávez, Attorney
- Matthew F. Lintner, Partner
- Kirsten A. Zeberkiewicz, Attorney
- March 29, 2019ABA Business Law Section
- March 11, 2019
- October 10, 2018
- October 5, 2018
- Bruce Tigani to Present on the New Tax Act at the 13th Annual Delaware Trust Conference Sponsored by The Delaware Bankers AssociationOctober 3, 2018
- June 12, 2018
- Lewis Lazarus Moderates Panel Discussion on Minimizing the Risks of Post-Closing Deal Litigation in M & A TransactionsMay 14, 2018
- Meghan A. Adams Participates in a Panel Titled Changes in M&A Litigation—The Migration from Chancery Court to 10b-5 Securitas Class ActionsApril 12, 2018
Latest Blog Posts
- Material Omissions in Proxy Prevents 'Corwin' Dismissal of Challenge to Merger
- Chancery Orders Dissolution of Pharmaceutical LLC
- Superior Court Complex Commercial Litigation Division Holds Settlements Arising out of Dole Stockholder Litigations Constitute “Loss” Under Insurance Policies
- Delaware Superior Court Ruling Provides Guidance for Pre-Trial Motion Practice and Trial Preparation
- Chancery Addresses Valuation Issues Arising From LLC Member’s Withdrawal
- The Delaware Superior Court CCLD Dismisses Insurance Coverage Claims Against Non-Resident Defendants but Declines to Stay Litigation Against Delaware Insurers in Favor of Contemporaneously Filed New York Action
- Chancery Awards Advancement to LLC Member Applying Corporate Law Precedent
- Delaware Supreme Court Explains MFW’s Timing Requirement
- View More
Delaware Inside & Out
Delaware Business Litigation Report
- July 18, 2019
- July 3, 2019
- Chancery Enjoins Unfair Merger Orchestrated by Controlling Stockholder Pending Corrective DisclosuresApril 17, 2019
- March 6, 2019
- Chancery Finds Inadequate Disclosure in Connection With a Tender Offer Prevents Dismissal of a Class Action ComplaintDecember 12, 2018
- November 27, 2018
- October 25, 2018
- October 17, 2018
Videos & Podcasts
- February 13, 2019
- Edward M. McNallyOf Counsel
- Eugene H. BayardOf Counsel
- John W. NoblePartner
- P Clarkson Collins, Jr.Partner
- Lewis H. LazarusPartner
- Albert H. Manwaring, IVPartner
- K. Tyler O'ConnellPartner
- Patricia A. WinstonPartner
- Albert J. CarrollAttorney
- Alberto E. ChávezAttorney
- Matthew F. LintnerPartner
- Kirsten A. ZeberkiewiczAttorney