Mitigating Merger Disputes With Precise LLC Agreements: Implications of the Default Rules of the Delaware LLC Act
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will provide guidance for deal counsel on the importance of careful contract construction in the LLC context to mitigate the risks of merger disputes. The panel will discuss lessons learned from recent merger cases, highlight the importance of understanding the default rules of the Delaware LLC Act, outline common pitfalls in drafting LLC agreements in the M&A context, and offer best practices and solutions for M&A counsel.
Outline
- Overview: the importance of careful LLC agreement drafting
- Lessons learned from recent Delaware cases
- Implications of the Delaware LLC Act on LLC agreements
- Drafting tips for LLC agreements to mitigate the risk of merger disputes
- Practitioner pointers and key takeaways
Benefits
The panel will address these and other key considerations:
- What are the key terms counsel should look for in an LLC agreement that may impact a future merger or acquisition?
- How do the Delaware LLC Act's default terms impact a merger?
- What terms or language should counsel add to an LLC agreement to contractually modify the default rules of the Delaware LLC Act when contemplating a merger?
- What lessons can be learned from recent Delaware cases regarding merger disputes and how can these issues be mitigated with careful LLC agreement drafting?
Faculty
Kinsey Lenehan
Counsel
Richards, Layton & Finger
Ms. Lenehan focuses her practice on transactional matters relating to Delaware alternative entities, including limited... | Read More
Ms. Lenehan focuses her practice on transactional matters relating to Delaware alternative entities, including limited liability companies, limited partnerships, and general partnerships. She renders advice and legal opinions in connection with structured finance transactions, investment funds, and other matters relating to issues of formation, operation, governance, dissolution, and enforceability involving alternative entities.
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Jane Trueper
Counsel
Lathrop GPM
Ms. Trueper’s practice focuses on business transactions involving alternative entities, including limited... | Read More
Ms. Trueper’s practice focuses on business transactions involving alternative entities, including limited liability companies, partnerships (limited and general) and statutory trusts. She provides guidance to clients in all aspects of the operation of alternative entities, including advising on their formation, governance, reorganization, contract interpretation, fiduciary duties and dissolution. Prior to joining the firm, Ms. Trueper practiced in the Delaware office of a Silicon Valley-based law firm where she advised a variety of clients, including founders, investors and public and private companies, on matters of Delaware law relating to fiduciary duties, M&As, corporate restructurings, equity issuances and financings and formation, winding up and liquidation of limited liability companies and partnerships.
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