When is an LLC manager liable for what an LLC “did wrong”?

A recent Delaware Superior Court decision succinctly explains when a corporate officer or LLC manager may be personally liable for a wrong committed by the company. Just knowing of the wrongdoing isn’t enough. On the other hand, deep and direct involvement isn’t required.  An officer or manager who encourages or directs the conduct may be held liable.

“[C]orporate officers are not derivatively liable for the torts of the corporation; however, corporate officers are directly liable for the torts they personally commit, whether on behalf of the corporation or otherwise.” (emphasis added)

In other words, a corporation or LLC won’t save you from yourself.

Yavar Rzayev LLC v. Roffman, Del. Super. C.A. S14L-12-035 MJB (August 31, 2015)