[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-282798-105":53,"doc-detail-282798-en":127},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":120,"head_meta":122,"extra_data":124,"updated_unix":126},105,"en","think-carefully-before-amending-llc-and-partnership-agreements-understanding-nextmedia","Think Carefully Before Amending LLC and Partnership Agreements - Understanding NextMedia","","Analysis of amendment provisions in Delaware LLC and limited partnership agreements explains when changes can be made unilaterally or with consent that falls short of all members. Using In re NextMedia Investors LLC as the core example, it details how courts protect nonmanaging investors by focusing on whether an amendment “adversely affects” a member. The discussion connects this standard to voting rights, economically substantive dissolution terms, and the practical need to assess investor impact before proceeding.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/think-carefully-before-amending-llc-and-partnership-agreements-understanding-nextmedia/282798/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/think-carefully-before-amending-llc-and-partnership-agreements-understanding-nextmedia/282798.png","ImageObject",442,249,{"name":88,"@type":89},"Gelato","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-18","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",10,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What question did the court address in In re NextMedia Investors LLC?","Question",{"text":109,"@type":110},"Whether a member’s consent was required to amend the NextMedia Investors LLC agreement to extend the term and delay imminent dissolution.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"How did the court interpret “adversely affected” in the amendment context?",{"text":114,"@type":110},"It treated the issue as a before-the-fact inquiry based on who can reasonably be expected to be adversely affected, emphasizing the investor’s viewpoint regarding material economic terms.",{"name":116,"@type":107,"acceptedAnswer":117},"Why was the proposed amendment not properly adopted in the NextMedia case?",{"text":118,"@type":110},"Because the petitioners did not consent to the amendment extending the term, the court held that the amendment therefore could not be adopted under the agreement’s “each member” adverse-effect protection.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},282798,1790126085,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":76,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":9},19241457091524,"https://us-avatar.wpscdn.com/davatar_276721f389ce27ea32af1340a28f341c","Think Carefully Before Amending LLC and  \nPartnership Agreements: Understanding NextMedia  \nMark V. Purpura and Joshua J. Novak  \nSpecial to the Delaware Business Court Insider | July 27, 2011  \nPurpura Novak  \nUnder the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, if a limited liability company agreement or a limited partnership agreement \"provides for the manner in which it may be amended ... it may be amended only in that manner or as otherwise permitted by law. \"  \nIn interpreting amendment provisions contained in LLC agreements and partnership agreements, Delaware courts have historically ruled in favor of protecting nonmanaging investors. Despite this history, managersand controlling members of limited liability companies and general partners of limited partnerships frequently take advantage of amendment provisions contained in their LLC agreements and partnership agreements that grant authority to amend such agreements unilaterally or with the consent of less than all members or partners, so long as such an amendment does not have an \"adverse effect\" or \"material adverse effect\" on a member or limited partner. Before doing so, however, such managers, controlling members and general partners should carefully consider the Delaware Court of Chancery's decision in In re NextMedia Investors LLC.  \nIn In re NextMedia, the court was faced with the issue of whether a member's consent was needed to amend the LLC agreement of NextMedia Investors LLC to extend the term of NextMedia and delay its otherwise imminent dissolution. As the end of NextMedia's term approached, the United States was in the middle of one of the greatest economic crises in its modern history, and NextMedia's board sought to extend the dissolution date in hopes that NextMedia's assets would become more valuable once the economy improved. NextMedia's LLC agreement provided that \"without the consent of each member to be adversely affected, the agreement shall not be amended so as to ... amend [the section of the LLC agreement addressing dissolution] ... to affect adversely any member. \"  \nNextMedia's board sought the consent of all of NextMedia's members to amend the dissolution provision to extend its term, and approximately 97 percent of the holders of NextMedia's Class A and Class C limited liability company interests approved. The petitioners were among the 3 percent in interest of members that objected and brought suit after the board proceeded to amend the LLC agreement to extend the term, notwithstanding the objection .  \nThe petitioners argued that unanimous consent of NextMedia's members was required in order to extend the term because doing so would adversely affect all members. The court agreed, stating that whether a member is adversely affected \"is necessarily a before-the-fact question ... Thus, the question of who is entitled to vote is best judged by who can be reasonably expected to be adversely affected. \"  \nIn applying this test, the court found that \"the ability to withdraw from an investment and take one's capital elsewhere is an important one ... A reasonable investor would regard this guaranteed investment end point that could not be changed without her consent to be a material economic provision of the LLC agreement. \"  \nIn interpreting the amendment provision, the court found that the provision \"gave investors greater protection [than a class vote provision] by requiring the consent of 'each member' on an individual basis. \"Noting that the petitioners had very few voting rights under NextMedia's LLC agreement, the court found that \"this suggests that the matters over which [they] do have voting rights are of particular importance . \"As a result, because nothing in the LLC agreement provided otherwise, \"the plain meaning of 'to adversely affect' encompasses a situation where an investor will be adversely affected in the sense that a material economic term of the LLC agreement is subject","cbCaiuzOFCN1OXl2","https://ap.wps.com/l/cbCaiuzOFCN1OXl2","pdf",31990,"English","# Think Carefully Before Amending LLC and Partnership Agreements: Understanding NextMedia\n## Delaware court protection for nonmanaging investors\n## The NextMedia Investors LLC decision\n## Applying the “adversely affected” standard","[{\"question\":\"What question did the court address in In re NextMedia Investors LLC?\",\"answer\":\"Whether a member’s consent was required to amend the NextMedia Investors LLC agreement to extend the term and delay imminent dissolution.\"},{\"question\":\"How did the court interpret “adversely affected” in the amendment context?\",\"answer\":\"It treated the issue as a before-the-fact inquiry based on who can reasonably be expected to be adversely affected, emphasizing the investor’s viewpoint regarding material economic terms.\"},{\"question\":\"Why was the proposed amendment not properly adopted in the NextMedia case?\",\"answer\":\"Because the petitioners did not consent to the amendment extending the term, the court held that the amendment therefore could not be adopted under the agreement’s “each member” adverse-effect protection.\"}]","Think Carefully Before Amending LLC and Partnership Agreements - Understanding NextMedia | PDF",1789582921]