2022 Updates to Operating Agreements and Partnership Provisions: Capital Calls, Dilution, Removal, Breaches
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will address updates to operating and partnership agreements that corporate counsel may want to consider as a result of court decisions, statutory updates to several state corporate statutes, including Delaware, in connection with capital calls, and rights and remedies in connection with enforcing such obligations. The panel will address such updates and issues related to drafting or revising governance documents to meet the business needs of an entity in times of economic uncertainty, including to make capital calls, remove members, or take other actions to address issues arising out of the current evolving economic environment.
Outline
- Partnership agreements
- Capital contributions and calls
- Breaches of a partnership agreement
- Remedies for a breach of the partnership agreement
- Operating agreements
- Capital contributions and calls
- Breaches of an operating agreement
- Remedies for a breach of an operating agreement
- Practical considerations in drafting governance documents to address the foregoing
Benefits
The panel will address these and other relevant issues, including:
- How has the current economic crisis affected partnerships' and LLCs' need for capital calls?
- When can a partnership or LLC move forward with the removal of a breaching partner or member?
- What other remedies are available to partnerships or LLCs with a breaching partner or member?
Faculty

Michael J. Gorby
Founder/Partner
Gorby Peters & Associates
Mr. Gorby has tried hundreds of cases and handled thousands of matters for corporations and individuals across the... | Read More
Mr. Gorby has tried hundreds of cases and handled thousands of matters for corporations and individuals across the United States throughout his three- decade legal career. His practice focuses on Insurance Coverage Disputes, Commercial Litigation and Liability for Owners and Managers of Property. Mr. Gorby is also a certified mediator.
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Michael P. Maxwell
Partner
Potter Anderson & Corroon
Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving... | Read More
Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving alternative entities and corporations, including investment and private equity fund transactions, joint ventures, cross border transactions, mergers, acquisitions, dissolutions and restructurings. He also advises management, boards and special committees of Delaware entities on matters of operation and governance, including with respect to fiduciary duty and contractual interpretation issues. Additionally, Mr. Maxwell represents both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions.
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