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Must an LLC Turn over the Valuation Records of Its Subsidiary?

Posted 3:40 PM by

DFG Wine Co., LLC v. Eight Estates Wine Holdings, LLC, C.A. No. 6110-VCN (Del. Ch.) (August 31, 2011)

The Delaware Chancery Court just provided a good checklist of documents to request and require in a "books and record" action by the controlling member of a limited liability company (LLC), particularly when the purpose of the request is to ascertain the value of the member's holdings, not just in the LLC, but in its subsidiary. In this case, the LLC held the assets of a company that owned and operated eight wine brands. When the subsidiary started to flounder, the LLC's limited partners petitioned the Delaware Chancery to access the books and records of the LLC as well as the subsidiary. The LLC objected under Delaware law, maintaining that since the subsidiary was near insolvency, the valuation was zero (or a simple matter of mathematics), so the request was "meaningless." Read more

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