Under the Delaware Limited Liability Company Act, a non-Delaware resident may be deemed to have consented to being sued in Delaware if she is a “manager” of the LLC. But who, exactly, is such a manager? That question is answered by the recent decision in In re Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Del. Ch. Dec. 9, 2016). As that decision points out, all who manage are not “managers” under the Delaware LLC Act.

The analysis starts with Section 18-109(a) of the Delaware LLC Act that provides for implied consent to Delaware jurisdiction. A person designated as a manager in an LLC agreement is deemed to have consented to the jurisdiction of a Delaware court. But, the section goes on to also hold that someone who “participates materially in the management” of a Delaware LLC is also a manager who is deemed to consent to Delaware jurisdiction. Does that mean even the manager of a Delaware LLC’s employee cafeteria consents to Delaware jurisdiction? Clearly some line needs to be drawn.

This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.

To view this content, please continue to their sites.

Not a Lexis Advance® Subscriber?
Subscribe Now

Not a Bloomberg Law Subscriber?
Subscribe Now

Why am I seeing this?

LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.

For questions call 1-877-256-2472 or contact us at [email protected]