Subject to such standards and limitations, a limited liability company, where it exists, can and is empowered to compensate and compensate members or directors or others against all claims and claims. (c) The trustee of a limited liability corporation has the right to keep members confidential for the period that the director deems appropriate, if the director deems it appropriate, or the director reasonably considers in the nature of trade secrets or other information whose disclosure in good faith is not, in good faith, in the best interests of the limited liability corporation or that the limited liability company or the limited liability corporation , by law or the agreement of the limited liability company, a third party is required to remain confidential. Miller v. HCP (February 1, 2018) – The decision underscores the objection between the LLC and corporate law, the court said that if the case had been decided in the context of the business, the directors would have had a fiduciary duty to maximize the price of the business at the time of its sale (and the judicial standard of auditing the activity under attack would have been totally fair). The Court of Chancery rejected the applicant`s assertion that the tacit, bona fide confederation requires the board of directors, dominated by the managers, to attempt to maximize the price of the business when it is sold to an unrelated third party. Although the sale was entrusted to an unrelated third party, the interests of the processing manager would not have been reconciled with those of the other investors, since the provisions of the “cascading” enterprise agreement had assigned to the processing manager almost all of the proceeds up to $30 million in a sale of the business and almost none of the affected revenues (the result was that the processing manager was not incentivised to obtain a price US$30 million). The LLC agreement granted the Commission “exclusive discretion” with respect to the sale of the business as long as the sale was made to an unrelated third party. The Tribunal rejected the applicant`s argument that, under the bona fide tacit contract, the administrator is required to maximize the price if the business is sold to the unrelated third party. The Tribunal justified this decision by the fact that there was no gap in the Board`s agreement of appreciation with respect to an unrelated sale to a third party – on the contrary, the exclusive discretion was expressly granted under the agreement for non-insider sales. In addition, even if there has been a deficiency, it is to be expected that the board will not be able to proceed with a sale to an unrelated third party, given that, given the falls provisions contained in the LLC agreement itself, it is clear that the person in charge of the treatment is not incentivized to obtain a sale price in excess of $30 million. (6) a “foreign limited liability company,” a limited liability company incorporated under the laws of a state or by the laws of a foreign country or other foreign jurisdiction.
In the case of use in this title with respect to a foreign limited liability company, the terms “limited liability affiliate,” “corporate interests,” “managers” or “members” are a limited liability corporation, the interests of limited companies, managers or members, in accordance with the laws of the foreign state or country or other foreign jurisdiction under which the foreign limited company is incorporated. (g) The rights of a member or administrator to obtain information in accordance with this section may be limited in an initial limited liability social agreement or in a subsequent amendment approved or adopted by all members, or in accordance with the applicable requirements of the limited liability social agreement.