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 and Best 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.
- 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, Partner
- Samuel E. Bashman, Law Clerk
- R. Eric Hacker, Associate
- Matthew F. Lintner, Partner
- Kirsten A. Zeberkiewicz, Associate
- November 4, 2021
- October 6, 2021
- August 23, 2021
- August 19, 2021
- International Institute for Conflict Prevention and Resolution Names Lewis Lazarus as a Distinguished NeutralJuly 15, 2021
- May 25, 2021Chambers USA
- May 10, 2021
- November 6, 2020
Latest Blog Posts
- Chancery Holds Plaintiffs’ Emails with Counsel on Defendants’ Server Are Privileged Due to Application of Argentine Law
- Chancery Enforces Delaware Forum Selection Clause and Examines the Limited Circumstances Where a Foreign Nation May Divest Delaware Courts of Jurisdiction
- Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution
- Chancery Examines Computer Misuse Claims Against Former Employee and Awards Defamation Damages Against Former Employer
- 'Scott v. DST Systems': Court Rejects Mootness Fee for Target’s Supplemental Disclosures Explaining Valuation Analyses
- Material Omissions in Proxy Prevent '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
- View More
Delaware Business Litigation Report
- September 8, 2021
- The Court of Chancery Provides Guidance on Whether Deprivation of an LLC Member’s Contractual Right to Vote Provides a Direct or Derivative ClaimJuly 21, 2021
- Court of Chancery Permits Section 220 Inspection, Notwithstanding Attorneys’ Heavy Involvement in Crafting DemandApril 29, 2021
- October 21, 2020
- July 15, 2020
- In New Dell Decision, Special Committee’s Narrow Mandate, Company’s Decision to Bypass Committee and Impermissible “Coercion” Prevent Dismissal Under MFWJune 17, 2020
- The Court of Chancery Dismisses Effort to Plead Around Rule 23 in CEO's Attempt to Escape Alleged Oversight FailuresApril 15, 2020
- Belated Use of Special Committee and Uninformed Stockholder Vote Undermine Bid for Business Judgment Review of Going-Private MergerMarch 18, 2020