Defence counsel`s argument on the merits has not improved. In essence, the argument put forward was that, to the extent that the complaint did not explicitly affirm an oral or tacit agreement granting each member a right of veto over future financing operations, the members of the majority could accept a new agreement providing for a mechanism for recruiting outside investors with the issuance of new members` shares. In response, VC The Defect strongly deconstructed the lawyer`s narrow reading of the complaint who, as he found, clearly stated that an oral or implied agreement was subject to the standard rules of the LLC Act, and he simply changed the question of whether, in a member-run LLC, “where all units were allocated, the dominant member can simply create new units and issue them without modification of the agreement? In response to his own question, VC Laster said that the DGCL`s request to sign a merger contract by senior managers had been relaxed. As a result of the 2019 amendments, a merger agreement can now be signed by anyone empowered to do so when a merger certificate is submitted (as is normally the case) to the Secretary of State, instead of submitting the merger contract itself. [79] Although text changes were made only to sections 251 of the DGCL (mergers of Delaware public limited companies) and 255 (mergers of Delaware public limited companies), cross-references in other sections mean that the amended signature requirement also applies to mergers between delaware and non-delaware companies, public limited and non-public limited companies, as well as limited liability and LLCs companies or partnerships. [80] a) If a limited liability contract provides for the constitution or creation of 1 series or more, a registered series may be constituted in accordance with the provisions of § 18-218. A limited liability social contract is not required, when referring to series, to use the registered term or to refer to this § 18-218, and a reference to a limited liability social contract for a registered series, including a registered series resulting from the transformation of a protected series into a registered series, may continue to refer to the provisions of paragraphs 18 to 215 of this title, what reference to such recorded series is considered a reference to this § 18-218. A registered series consists of the filing of a certificate of the registered series at the office of the Secretary of State. 1. A protected series may carry out all legitimate transactions, purposes or activities, including with profits, with the exception of banking operations within the meaning of Article 126 of Title 8. Unless otherwise provided in a social contract with limited liability, a protected series must have the power and capacity to enter into contracts in its own name, to hold ownership of assets (including tangible, personal and intangible assets), to grant pledges and guarantee rights and to be sued and sued.

Any amendment to a limited liability social contract or the acceptance of a new limited liability social contract in accordance with the above sentence shall enter into force on the effective date or the date of the merger or consolidation and shall take effect, notwithstanding any provision of the limited liability social contract, with respect to the modification or acceptance of a new limited liability social contract. with the exception of a provision which, by virtue of its provisions, applies to a modification of the social contract with limited liability or to the acceptance of a new social contract with limited liability, in both cases, in the context of a merger or consolidation. . . .