Court Of Chancery Permits Interested Manager Vote

Feeley v. NHAOCG LLC, C.A. 7304-VCL (October 12, 2012)

At common law, a director who was interested in the outcome of a board of directors vote simply could not vote on the issue before the board.  Her vote was literally void.  That old law was changed by statute in Delaware, under Section 144 of the DGCL.  This decision holds that even absent a similar statute in the LLC Act, a manager may vote on a transaction that he is interested in, absent some restriction in the LLC Operating Agreement.  Of course, merely having the power to vote does not make any vote the right thing to do.

Trackbacks (0) Links to blogs that reference this article Trackback URL
http://www.delawarebusinesslitigation.com/admin/trackback/287661
Comments (0) Read through and enter the discussion with the form at the end
Post A Comment / Question Use this form to add a comment to this entry.







Remember personal info?
Send To A Friend Use this form to send this entry to a friend via email.