Editor’s Note: Chancellor William Chandler is a partner at Wilson Sonsini Goodrich & Rosati, and former Chancellor of the Delaware Court of Chancery. This post is based on a WSGR Alert by Chancellor Chandler and Ryan McLeod. This post is part of the Delaware law series, which is co-sponsored by the Forum and Corporation Services Company; links to other posts in the series are available here.
Last month, the Delaware Court of Chancery issued an important post-trial decision that held the majority and managing member of an LLC liable for breaches of fiduciary duty in connection with the member's management and eventual purchase of the company. The opinion unequivocally shows that the Court of Chancery considers Delaware's LLC Act to impose default fiduciary obligations analogous to those in the corporate context absent a clear expression otherwise in the LLC agreement.
