A limited liability company must adopt specific language detailing circumstances in which a manager cannot be indemnified for litigation related to his position in the company, the Delaware Court of Chancery has ruled. The court issued the opinion when it blocked an LLC from denying its manager's indemnification request because the case against him was dismissed under a legal technicality and the LLC itself sued him for acting in bad faith.
Vice Chancellor Sam Glasscock III issued the letter opinion in Costantini v. Swiss Farm Stores Acquisition LLC.
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