McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024)
In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of Chancery enforced the plain language of an LLC agreement to deny Non-Managing Members’ attempt to remove the Managing Members. The Court held that the plain language of the agreement gave the Non-Managing Members veto rights over certain actions, but not the power to initiate them. The Court, therefore, rejected the Non-Managing Members' attempt unilaterally to amend the LLC agreement to remove the Managing Members and upheld the management structure established by the agreement.