The rule of in delectus personae is well rooted in the law of LLCs; no person can by acquisition of an interest in the venture exercise management functions unless and until some threshold of the incumbent members consents to the assignee doing so.1 The various LLC Acts are abundantly clear as to this protocol. What is less clear, and is typically ignored in the various acts, is the effect of an assignment among the members. Does, in that instance, the assignee succeed to the right to participate in management appurtenant to the assigned interest, or rather are they an assignee with respect thereto?
March 17, 2017
Interest Assignments Among Members
Thomas E. Rutledge
Member, Stoll Keenon Ogden PLLC