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Failure to Make Capital Contribution Does Not Necessarily Result in Reduction of Interest in LLC or LP

By Jason Jowers This article addresses the appropriate remedy for the failure of a member of an LLC or partner of an LP to make...

Inadvertently Waiving Right to Seek Judicial Dissolution of LLC: It is Easier to do than You Think

By Jason Jowers This article examines the evolution of the Delaware Court of Chancery’s position on waiver of an LLC member’s right to seek judicial...

The Debate on How to Remedy the Problem of Fast-Filing Plaintiffs in Derivative Actions Continues

By Jason Jowers In Louisiana Municipal Police Employees' Retirement System v. Pyott, 46 A.3d 313 (Del. Ch. 2012), the Delaware Court of Chancery issued a...

Collateral Estoppel Doesn’t Bar Second Derivative Case After First is Dismissed

By Jason C. Jowers This article analyzes the recent decision by the Delaware Court of Chancery in Louisiana Municipal Police Employees’ Retirement System v. Pyott,...

Fiduciary Duties of Managers of LLCs: The Status of the Debate in Delaware

Co-authored by Jason Jowers In Auriga Capital Corporation v. Gatz Properties, LLC, __ A.3d __, 2012 WL 361677 (Del. Ch. Jan. 27, 2012), the Delaware...

The Implied Covenant of Good Faith and Fair Dealing: Does it Protect Members of Delaware LLCs?

Co-authored by Jason Jowers The Delaware Supreme Court’s three to two decision in Nemec v. Shrader, 991 A.2d 1120 (Del. 2010), raises two issues regarding...

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