The Plaintiff in Camacho v. McCallum, 2016 NCBC 79 has to head to Delaware to litigate her claims for inspection of the records of the LLC of which she is a member, and also to seek dissolution of the LLC.Why, even though Plaintiff is a North Carolina resident and the Defendant LLC has business operations in North Carolina? Because the LLC in question was a Delaware LLC. Judge Robinson ruled that:The Delaware Code grants exclusive jurisdictionover inspection claims to the Delaware Court of Chancery. Op. ¶24. (It says that in Section 18-305 of the Delaware Code).The Delaware Court of Chancery also has exclusive subject matter jurisdiction over claims to dissolve a Delaware corporation. Op. ¶29.The Delaware Legislature has tried to stake out exclusive jurisdiction for its Court of Chancery in other areas. Here’s an example: Section 145(k) of the Delaware General Corporation Law says, regarding which court may hear actions for indemnification or advancement of expenses, that:The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).(emphasis… Read full this story
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