Recent Delaware Court of Chancery decisions have raised concerns about the enforceability of indirect transfer restrictions in LLC agreements. Partners in a joint venture often seek to prevent each other from transferring interests without consent, typically through an LLC structure. However, unless agreements explicitly prohibit “direct or indirect” transfers, partners can transfer interests in their Member LLCs without breaching the agreement. Recent cases illustrate that courts focus on the specific parties involved in transfers, leading to potential loopholes. To effectively restrict indirect transfers, it’s crucial to draft clear language and establish enforceable remedies within the LLC agreement. Consulting legal experts is advisable to ensure compliance and protection.