CML V, LLC

Summary

The Supreme Court of Delaware affirmed dismissal of a creditor's derivative claims against managers of an insolvent limited liability company. It held that the LLC Act unambiguously limits derivative standing to members or assignees and that this limitation is constitutional because LLCs did not exist at common law and the statute may define their rights and remedies. The court also concluded that the creditor had contractual remedies and that equity could not override the statutory limitation.