United States v. Sanofi Aventis U.S. LLC

Summary

The Court answered three certified questions concerning whether a Delaware limited liability partnership remained the same partnership after one partner withdrew and another joined. It held that the partnership agreement's election not to be a separate legal entity made the membership change create a new partnership and dissolve the original, although the original continued until winding up was complete. The Court further held that the new partnership filed the second amended complaint and that, on the undisputed facts, the old partnership could not continue prosecuting the action as part of winding up.