In a recent opinion, Delaware Court of Chancery Vice Chancellor J. Travis Laster, siding with Chancellor Leo E. Strine Jr., said Delaware’s LLC Act does impose default fiduciary duties upon an LLC’s managers and controllers. Laster’s opinion is the latest on a hotly debated issue between the Chancery Court and the Delaware Supreme Court. Although one Delaware legal analyst said Laster used the opinion to defend Strine’s position on the matter, others said the vice chancellor was in the unenviable position of having to decide an unsettled issue placed before him.
In Feeley v. NHAOCG, a November 28 decision, Laster ruled that the defendants, an LLC composed of three real estate investors, violated Oculus Capital Group LLC’s operating agreement when it attempted to remove plaintiff Christopher Feeley as its sole management member.
