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Contract Terms › Fiduciary Duty › Operating Agreements

Farrell Fritz, P.C.

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Hicks Johnson

The Importance of “Plain and Unambiguous Language” When Eliminating Fiduciary Duties in Delaware

Hicks Johnson on

The Delaware Limited Liability Company Act allows for the fiduciary duties of a member to be expanded, restricted, or eliminated by provisions in the operating agreement of a limited liability company (“LLC”). If drafters...more

Bradley Arant Boult Cummings LLP

Avoiding the Pitfalls of Assigning an Interest in an LLC

Bradley Arant Boult Cummings LLP on

One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements Can Reduce Fiduciary Duties

Patton Sullivan Brodehl LLP on

LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership.  (Corp Code §17704.09.)  These include the duty of loyalty, care, and...more

Gray Reed

Villareal v. Saenz: Fiduciary Duties Will Go On

Gray Reed on

In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

Farrell Fritz, P.C.

Business Divorce on the Menu

Farrell Fritz, P.C. on

The restaurant business is on the skids amid the COVID-19 pandemic. Yelp reports that 60% of closed restaurants won’t re-open. Apart from the pandemic, the success rate for new restaurants is dauntingly low. Surveys show a...more

Troutman Pepper

Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement

Troutman Pepper on

In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more

Farrell Fritz, P.C.

WIll the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Farrell Fritz, P.C. on

The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more

Carlton Fields

New York Court Compels Arbitration of Commercial Marijuana Dispute

Carlton Fields on

The defendants moved to compel arbitration of a complex dispute concerning the parties’ investment in medical marijuana companies. The plaintiff claimed that the defendants breached a non-compete agreement and fiduciary...more

Polsinelli

Member of an Arizona LLC? You May Have a Fiduciary Duty to the LLC

Polsinelli on

Arizona has finally resolved the issue of whether managers and members of an Arizona Limited Liability Company (LLC) owe a common law fiduciary duty to the LLC and whether an operating agreement can lawfully limit those...more

Patton Sullivan Brodehl LLP

Does an LLC Manager’s “Sole Discretion” Eliminate the Implied Covenant of Good Faith and Fair Dealing?

Patton Sullivan Brodehl LLP on

It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult to challenge the manager’s decisions on key transactions, investments, and other...more

Farrell Fritz, P.C.

Does an Inactive Member of a Member-Managed LLC Owe Fiduciary Duties?

Farrell Fritz, P.C. on

Consider the following hypothetical: The operating agreement of an LLC vests management authority in its two members. ...more

Farrell Fritz, P.C.

Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

Farrell Fritz, P.C. on

The sudden death of Alexander Calderwood, the brilliant but troubled co-founder of the Ace brand of hotels, resulted in some fierce litigation between Calderwood’s estate and Calderwood’s LLC co-member over the nature of his...more

Mintz - Bankruptcy & Restructuring Viewpoints

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Mintz - Bankruptcy & Restructuring Viewpoints on

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

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