That's the short version of Joshua Fershee's analysis of the recent Delaware Supreme Court decision in CML V, LLC v. Bax:
LLCs are inherently different. And while a reasonable person may think LLCs should be analogous to corporations, the reality is that LLCs can be, but need not be, analogous to corporations. The nature of the LLC is such that those who form the LLC and do business with the LLC must contractually make the LLC analogous if that is what they desire. Default rules and gap fillers will not save the day in the LLC setting as they might in the corporate world.
... the Delaware Supreme Court missed an opportunity to, once and for all, make clear that LLCs and corporations are wholly different entities. While it is of little consequence in this case, in future situations, courts may still miss that point, and again inappropriately apply corporate concepts where the statute is not so clear.
I concur and encourage you to go read the whole thing.
Francis Pileggi links to other comentary on the case and offers his own commentary, along with a link to Larry Ribstein's analysis, here. Here's a direct link to Ribstein.
