In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement authorize him to execute a written removal consent on their behalf? The court’s answer in Ropko v. McNeill, C.A. No. 2024-1193-PAF (Del. Ch. Mar. 16, 2026) was a clear no. Vice Chancellor Fioravanti held that a voting agreement obligates members to vote a certain way — but it does not grant any member the authority to act for another, rendering the attempted officer removal invalid.

Background

McNeill Investment Group, LLC is a Delaware limited liability company governed by a three-member managing board. Two of those board members — Christopher Ropko and Thomas Burdi — held their seats by virtue of being officers of the company. The third member, Phillip McNeill, Jr., was the company’s founder and its largest equity holder. All three were parties to a Voting Agreement, under which Ropko and Burdi agreed to vote in their capacities as managing board members “in the same manner” as McNeill.

The relationship among the board members deteriorated. On October 7, 2024, McNeill called Ropko and purported to remove him as an officer in that phone call. Then, on November 26, 2024, McNeill signed a written “Removal Consent” — a document that, on its face, bore the signatures of all three managing board members — purporting to remove Ropko and Burdi as officers and board members. McNeill signed for himself; he did not obtain Ropko’s or Burdi’s actual signatures. McNeill’s position was that the Voting Agreement authorized him to execute the Removal Consent on their behalf, because it obligated them to vote the same way he voted. Ropko and Burdi brought suit in the Court of Chancery challenging the validity of the removals. The case proceeded to trial.

Analysis

Vice Chancellor Fioravanti rejected McNeill’s theory that the Voting Agreement authorized him to sign on behalf of Ropko and Burdi. The court drew a clear and fundamental distinction between a voting agreement and a proxy.

A voting agreement is a contractual obligation — a covenant binding members to exercise their own voting rights in a particular manner. It governs how a member must act when casting a vote. A proxy, by contrast, is a grant of authority. It delegates to another person the power to act in the principal’s place — to step into the principal’s shoes and take action on the principal’s behalf.

McNeill’s argument conflated the two concepts. The Voting Agreement did not grant McNeill the authority to execute consents or take any other action on behalf of Ropko and Burdi. It simply required them, when exercising their own votes, to vote consistently with McNeill’s position. For McNeill to have had the power to sign a written consent on their behalf, the Operating Agreement or some other document would have needed to expressly confer that proxy-level authority. No such provision existed.

The court also rejected McNeill’s alternative argument — that the Operating Agreement independently authorized him to remove officers he had personally appointed. Reviewing the Operating Agreement’s removal provisions, Vice Chancellor Fioravanti found no unilateral appointment-based removal right. The October 7, 2024, phone call did not effect a valid removal, and the November 26, 2024, Removal Consent was likewise ineffective. Ropko and Burdi had not been validly removed.

Key Takeaways

As I previously discussed in Unambiguous LLC Agreement Terms Prevail: When Investors Can Remove a CEO Without Board Consent, the plain terms of LLC agreements govern the rights of members — but those terms must be precise. Ropko v. McNeill reinforces a foundational principle of Delaware LLC law: a voting agreement binds members to vote a certain way; it does not authorize one member to act for another.

This distinction has significant practical consequences. Founders and controlling members who wish to retain unilateral authority to remove officers or board members must ensure that authority is expressly stated in the governing documents — whether through a proxy clause, a reserved removal right in the operating agreement, or another provision that affirmatively grants the power to act on another member’s behalf. A voting agreement, standing alone, will not supply that authority. Practitioners advising founders and investors on LLC formation documents should pay close attention to the difference between voting commitments and proxy grants. Failing to include clear, express removal authority can render a founder’s attempted removal legally defective — as was the case here.