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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, April 23, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

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.

Faculty

Jane Trueper
Counsel
Lathrop GPM

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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Kinsey Lenehan
Counsel
Richards, Layton & Finger P.A.

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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Emily M. Marco
Attorney
Skadden Arps Slate Meagher & Flom LLP

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Description

In M&A transactions it is imperative that deal counsel review the relevant organizational documents to understand the nature of their client's rights, obligations, and any limitations thereon. If a transaction involves a Delaware LLC, it is also important for counsel to understand the default rules of the Delaware LLC Act, including the ability to effect an amendment to an LLC agreement by a merger. In a recent case, a Delaware court upheld the validity of a merger effecting an amendment to the LLC agreement of the target company notwithstanding an amendment provision in the existing LLC agreement requiring different approval for amendments.

To avoid this type of unintended consequence, drafters should be aware of how courts have interpreted key provisions in LLC agreements in merger disputes to know how to carefully draft LLC agreements in the M&A context.

Listen as our expert panel unpacks the complexities of LLC agreements in the M&A context and the impact of the default provisions in the Delaware LLC Act on a merger involving a Delaware LLC.

Outline

  1. Overview: the importance of careful LLC agreement drafting
  2. Lessons learned from recent Delaware cases
  3. Implications of the Delaware LLC Act on LLC agreements
  4. Drafting tips for LLC agreements to mitigate the risk of merger disputes
  5. 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?