Great Lakes Chemical Corp. v. Monsanto Co.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that interests in an LLC did not constitute investment contracts, in part because the plaintiff-investor could dissolve the company
• concluding that interests in an LLC operated by managers did not constitute investment contracts, primarily because the plaintiff-investor could appoint all managers and remove them without cause
• observing that limited partners generally cannot “exercise[ a] managerial role in the partnership’s affairs,” so courts usually treat them as “passive investors” who rely solely on the efforts of others
• finding that LLC membership interests do not constitute stock under Landreth
• where limited partners “exercised no managerial role in the partnership’s affairs, courts treat the limited partners as passive investors, and find that the membership interests of limited partners constitute securities under federal law”
• Delaware LLC Act affords members \substantial flexibility\ in determining character of LLC

Source: CourtListener parenthetical corpus (CC0).