Fiduciary Duties in LLCs and LPs: Considerations for Modifying or Waiving Duties of Alternative Entity Managers
Lessons From Delaware and Other Key States on Whether, When and How to Eliminate or Modify Default Duties
Recording of a 90-minute CLE webinar with Q&A
This CLE course will review the fiduciary duties limited partnership (LP) general partners and limited liability company (LLC) managers, managing members, and controlling members owe members of the alternative entity, using statutory and case law from Delaware and other key states as a backdrop. The panel will outline the circumstances under which fiduciary duties may be waived or modified by agreement of the parties and the legal risks of doing so. The panel will also discuss best practices for drafting fiduciary waiver provisions in entity operating agreements that are likely to withstand legal challenges.
- Relevance of default fiduciary duties to LLCs and LPs
- Circumstances under which fiduciary duties may be waived or modified
- Delaware law
- Laws of other key states
- Potential consequences/risks of modifying or waiving duties
- Drafting fiduciary duty modification provisions in the entity operating agreement—best practices
The panel will review these and other key issues:
- Under what circumstances might LLC managers or LP general partners want to modify their default fiduciary duties?
- What are the best practices for drafting provisions in the entity operating agreement to allow for the modification or waiver of fiduciary duties?
- How has the implied covenant of good faith and fair dealing been applied and interpreted by courts in the context of LLC or LP fiduciary waiver disputes?
Brian M. Gottesman
Mr. Gottesman is the head of his firm's Corporate/Business Entity Counseling practice group. He has extensive... | Read More
Mr. Gottesman is the head of his firm's Corporate/Business Entity Counseling practice group. He has extensive experience counseling corporations and closely-held alternative entities (including limited liability companies, Delaware statutory trusts, and limited partnerships) on issues relating to their governance and management. He also provides opinions on Delaware law relating to limited liability companies, business trusts and other Delaware entities involved in real estate acquisitions, business mergers and other transactions. He has written numerous articles dealing with limited liability companies and Delaware statutory trusts, and is the general editor and co-author of the Delaware Statutory Trusts Manual (Matthew Bender, 2010).Close
Michelle P. Quinn
Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to... | Read More
Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to partnerships and limited liability companies. She has extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships and limited liability companies, including investment fund transactions, joint venture transactions and structured finance transactions. Her work also includes rendering advice with respect to mergers, conversions and other structural changes involving partnerships and limited liability companies, as well as analyzing fiduciary duty and contractual interpretation issues.Close
Melissa K. Stubenberg
Richards Layton & Finger
Ms. Stubenberg has extensive experience in various matters involving Delaware limited liability companies and... | Read More
Ms. Stubenberg 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.Close