Delaware Code
6 Del. C. § 18-1002 (2026)
Proper plaintiff
✓ current as of May 2026
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In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and:
(1) At the time of the transaction of which the plaintiff complains; or
(2) The plaintiff’s status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.
68 Del. Laws, c. 434, § 1; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 341, § 17;Notes of Decisions
Cited in 10
cases (2 in the last 5 years), 2011–2022 · leading case: Gavin/Solmonese LLC v. Citadel Energy Partners, LLC. (In re Citadel Watford City Disposal Partners, L.P.), 603 B.R. 897 (Bankr. D. Del. 2019).
Gavin/Solmonese LLC v. Citadel Energy Partners, LLC. (In re Citadel Watford City Disposal Partners, L.P.), 603 B.R. 897 (Bankr. D. Del. 2019). “29 Further, 6 Del. C. § 18-1002, entitled "Proper Plaintiff" states: In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff…”
Mantle v. N. Star Energy & Constr. LLC, 437 P.3d 758 (Wyo. 2019). “Another section entitled "Proper Plaintiff" provides: "In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action[.”
DDR Constr. Servs., Inc. v. Siemens Indus., Inc., 770 F. Supp. 2d 627 (S.D.N.Y. 2011). “The allegation is that defendants caused SSE funds to be misappropriated from proper SSE purposes — this is an injury to SSE. DDR could only maintain this claim on behalf SSE, something which (1) DDR does not do here; and (2) DDR could not do at all as it was not a member of SSE.”
Smith v. Weinshanker (In re Draw Another Circle.), 602 B.R. 878 (Bankr. D. Del. 2019). “" 6 Del. C. § 18-1002. See In re Citadel Watford City Disposal Partners, L.”
Off. Comm. Unsecured Creditors of HH Liquidation, LLC v. Comvest Grp. Holdings, LLC (In re HH Liquidation, LLC), 590 B.R. 211 (2018). “" 6 Del. C. § 18-1002 ; Bax , 6 A.3d at 241 .”
Bamford v. Penfold, L.P. (Del. Ch. 2020). “6 Del. C. § 18-1002. The defendants observe that for conduct that predated the Reorganization, Penfold was not and could not have been a member of DVRC when the challenged transactions took place.”
Clifford Paper, Inc. v. WPP Investors, LLC (Del. Ch. 2021). “75 Under 6 Del. C. § 18-1002, “[i]n a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at 73 VGS, Inc.”
Stephen B. Trusa v. Norman Nepo (Del. Ch. 2017). “” 6 Del. C. § 18-1002. I need not address that issue because the plain language of the agreement simply does not provide the authority Trusa seeks to assert.”
Our Alchemy, LLC - Adversary Proceeding (Bankr. D. Del. 2022). “6 Del. C. § 18-1002. In CML, the court held that the Delaware General Assembly’s use of the mandatory and exclusive “must,” rather than the permissive “may” evidenced its intent to confer derivative standing rights to LLC members and assignees only.”
Reid v. Siniscalchi (Del. Ch. 2014). “A (collectively referred to as “the Entity Defendants” or “Finmeccanica”1) have moved, pursuant to Court of Chancery Rule 12(b)(2) for lack of personal jurisdiction, and 6 Del. C. § 18-1002 for lack of standing, to dismiss Plaintiff Dennis A.”
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