LLC Operating Agreements
Crafting Provisions on Fiduciary Duties, Indemnification and Exculpation to Minimize Business Disputes
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Tuesday, March 27, 2012
Recorded event now available
This CLE webinar will provide corporate counsel with guidance for drafting provisions in LLC operating agreements that clearly define members' and managers' fiduciary duties. The panel will also explain how indemnification, exculpation and limitation of liabilities clauses in agreements can be used to minimize risk.
Description
LLCs enjoy the flexibility to contractually define fiduciary and other duties of their members. Often, an LLC can override statutory and common law fiduciary duties through a carefully drafted operating agreement. Recent Delaware case law reinforces the importance of clarity in LLC operating agreements.
Clear and unambiguous provisions outlining fiduciary duties and liability protect LLC members and managers—and help minimize business disputes.
A well-drafted LLC operating agreement should leverage contractual risk transfer provisions, such as indemnity and hold harmless agreements, exculpatory agreements, and limitation of liability agreements, to minimize risk.
Listen as our authoritative panel of corporate attorneys guides you through the drafting of fiduciary duties and limitation on liability clauses in LLC operating agreements to protect the LLC's managers and members and to minimize potential business disputes.
Outline
I. Common law and statutory duties of LLC members and managers
II. Drafting fiduciary and other duties provisions in the operating agreement
III. Drafting indemnification and exculpation clauses in the operating agreement
Benefits
The panel will review these and other key questions:
- What critical duties of managers or members should be addressed in the LLC operating agreement?
- Are there fiduciary or common law duties that cannot be contractually modified or limited?
- What are best practices for drafting duties of care provisions that modify or limit statutory or common law duties?
- What are best practices for drafting limitation of liability and indemnification clauses?
Faculty
Benyamin S. Ross,
Gibson Dunn & Crutcher, Los Angeles
He is a member of the Corporate Transactions, Mergers and Acquisitions, Outsourcing, and Media, Entertainment, and Technology Practice Groups. His practice encompasses a broad range of corporate and technology transactions, including mergers and acquisitions, equity investments, and general commercial transactions, with a concentration in advising media, entertainment and technology companies.
Tammy L. Mercer,
Young Conaway Stargatt & Taylor, Wilmington, Del.
Her practice primarily involves corporate litigation in the Delaware Court of Chancery, including disputes about mergers and acquisitions, going private transactions, proxy contests, valuation and appraisal issues, indemnification and advancement proceedings and stockholder access to books and records. She also litigates disputes involving alternative entities and other business matters.
Melissa K. Stubenberg,
Director
Richards Layton & Finger, Wilmington, Del.
She has extensive experience in various matters involving Delaware limited liability companies and partnerships. Her practice focuses on rendering advice as to matters of Delaware state law with respect to the formation, operation and dissolution of Delaware limited liability companies and partnerships.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, MO, MT, TX*, VT, WA.
Upon request, also available in: CO, CT*, FL, GA, ID, KY, LA*, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)
Online CLE Audio $297.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX*, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com. (*Indicates that Strafford needs to process the CLE — see below to purchase this option.)
Webinar Download (Slide Presentation with Audio) $297.00
Available three business days after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
MP3 Download (Audio with Slide PDFs) $297.00
Available 24 hours after the live event
CD (Audio with Slide PDFs) $297.00
plus $9.45 S&H
Available ten business days after the live event
Webinar/Teleconference
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Program Materials
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Program Materials
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CLE Credit
Strafford's live seminars qualify for CLE in every state that accredits webinars. They offer you a high quality, cost effective, and convenient CLE option, with no lost travel time or expenses.
Customer Reviews
Great practical observations and insightful comments on fiduciary issues. The sample terms were very helpful and useful to understand drafting considerations.
Kevin W. Kaiser
Lindquist & Vennum PLLP
The program contained good information based on solid experience.
Edward M. Dunham, Jr.
Kleinbard Bell & Brecker LLP
I liked the practicality and thoroughness of the presentation and the handouts.
Barry Jasilli
CVS Caremark
The program provided good info apparently based on solid experience.
Edward. J. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The webinar was very easy to use and I liked that the speakers were very knowledgeable.
E. Moses Vejil
Bingham Greenebaum Doll LLP
Corporate Law Advisory Board
Partner
Hogan Lovells
General Counsel
Assurance America Corporation
Partner
Mayer Brown
Partner
Foley & Lardner
Kathleen Mayton
General Counsel
Rollins, Inc.
Partner
K&L Gates
Partner
Kaye Scholer
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