Tag Archives: Delaware Supreme Court

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 Court of Chancery found that, unless eliminated or restricted in the LLC agreement, managers of LLCs owe default fiduciary duties of loyalty and care. Delaware Chief Justice Myron T. Steele’s writings on the subject off the bench, however, suggest that he would not reach the same conclusion. In their article, Jowers and Lazarus: (1) analyze Chancellor Strine’s opinion in Auriga Capital; (2) summarize Chief Justice Steele’s writings on the topic; and 3) provide key takeaways to practitioners based on the current state of the law.

First published in Business Law Today, February 2012. Link to article.
Reprinted with permission.

Delaware Supreme Court Prioritizes Work-Life Balance

On July 18, 2018, the Supreme Court of the State of Delaware issued an order adopting recommendations from a report on improving work life balance for Delaware legal professionals. Based on analysis regarding the negative impact of late filing deadlines on the Delaware legal community, the Supreme Court ordered state courts to amend their rules and/or electronic filing policies. Effective September 14, 2018, all electronic filings in non-expedited matters, except for initial pleadings and notices of appeal, must be completed by 5:00 p.m. Eastern. The deadlines for initial pleadings, notices of appeal, and electronic filings in expedited matters are unchanged and must be completed before midnight Eastern except for expedited matters in which the court orders or the parties agree to a different deadline.

The Supreme Court also ordered state trial courts to consider adopting policies disfavoring:

  • Filing due dates on Monday or the day after a holiday in non-expedited matters.
  • The issuance of non-expedited opinions addressing dispositive motions or post-trial relief after 4:00 p.m. as a general matter and after noon on Fridays.
  • The scheduling of oral arguments and trials in August, except in expedited matters or where there is an important reason for proceeding at that time.

The Trial Courts are to consider the remaining recommendations in the report and to adopt practices to improve both the quality of professional practice and the quality of life for Delaware legal professionals. The Trial Courts are to report on their considerations and progress by March 15, 2019.

On August 22, 2018, the Supreme Court amended Supreme Court Rule 10.2 to conform to the July 18 order. Effective September 14, 2018, Rule 10.2(6)(a) is stricken and replaced with:

Except for notices of appeal, all electronic filings in non-expedited cases must be completed by 5:00 p.m. Eastern Time in order to be considered timely filed that day. All notices of appeal and electronic filings in expedited cases must be completed before midnight Eastern Time in order to be considered timely filed that day.

The report supporting the change, Shaping Delaware’s Competitive Edge: A report to the Delaware Judiciary on Improving the Quality of Lawyering in Delaware, was prepared by several members of the Delaware Bar and includes contributions from Stephen B. Brauerman, a director and co-chair of Bayard’s litigation group.

A copy of the order, the order announcement, and the supporting report can be found here.