BERNSTEIN v. TRACTMANAGER, INC.

C.A. No. 2763-VCL.

953 A.2d 1003 (2007)

Jonathan BERNSTEIN, Plaintiff, v. TRACTMANAGER, INC., a Delaware corporation, Defendant.

Court of Chancery of Delaware.

Decided: November 20, 2007.

Opinion Denying Reargument December 20, 2007.


Attorney(s) appearing for the Case

Joel Friedlander, Esquire, John M. Seaman, Esquire, Bouchard Margules & Friedlander, P.A., Wilmington, DE, for the Plaintiff.

Ian Connor Bifferato, Esquire, Chad J. Toms, Esquire, Bifferato Gentilotti, LLC, Wilmington, DE; Thomas J. Fleming, Esquire, Olshan Grundman Frome Rosenzweig & Wolosky, LLP, New York City, for the Defendant.


OPINION

LAMB, Vice Chancellor.

This advancement action arose after the conversion of a limited liability company into a corporation. In that context, the court is asked to determine whether the corporation's bylaws providing a mandatory right of advancement to its officers and directors should be read to apply equally to the former managers of the LLC, even where the LLC's operating agreement provided for indemnification but not for mandatory advancement...

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