In Costantini v. Swiss Farms Stores Acquisition, C.A. 8613-VCG (September 5, 2013), the Chancery Court ruled that an indemnification provision that mirrored the corporate statute did not extend to the partner of one of its members who had the ability to designate a manager of the LLC.
In a letter opinion issued this month, Vice Chancellor Sam Glasscock III interpreted the operating agreement of Swiss Farms Stores Acquisition LLC, which contained indemnification provisions that mirrored the Delaware corporate statute for mandatory and permissive indemnification, Delaware General Corporation Law Section 145. The relevant provision of the operating agreement provided indemnification to "a member of the board of managers, an officer, an employee or an agent of the company" to the extent "successful on the merits or otherwise" in defending a claim.
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