LLC Provisions Regarding Directors and Managers: Recent Delaware Decisions and Key Practice Points for Counsel
Crafting Safe Harbors, Eliminating Corporate-Type Fiduciary Duties, Implied Covenants and More
Recording of a 90-minute CLE webinar with Q&A
This CLE course will guide corporate counsel on recent Delaware court decisions concerning LLC director and manager breach claims and best practices to avoid liability. The panel will discuss essential provisions for drafting LLC agreements, crafting safe harbors, methods in eliminating corporate-type fiduciary duties, application of implied covenants, and other complex issues to assist counsel in avoiding litigation and claims against LLC directors and managers.
Outline
- Recent Delaware court decisions regarding LLC directors and managers
- Key provisions in drafting LLC agreements to limit breach claims and liability
- Methods in eliminating corporate-type fiduciary duties and crafting safe harbors
- Application of implied covenants and guidance on other issues to assist counsel
- Best practices for avoiding and managing breach claims for counsel
Benefits
The panel will review these and other critical issues:
- Identifying essential issues from recent Delaware court decisions regarding LLC agreements
- Drafting modern forms of LLC and limited partnership agreements
- Fiduciary disclaimer provisions in LLC and LP agreements
- Recognizing exculpation or indemnification provisions that may suggest fiduciary duties, and crafting such provisions carefully to avoid such suggestion
- Methods of providing safe harbors for conflicted transactions
- Avoiding ambiguity and unintended consequences in the interrelationship of provisions
- Defining the standards of conduct
- Application of the implied covenant of good faith and fair dealing
Faculty

Louis T.M. Conti
Partner
Holland & Knight
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash... | Read More
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash flow and asset-based financings, leveraged buy-outs, mezzanine and subordinated debt transactions, public and private equity placements, venture capital and private equity investments, company governance advice, sophisticated and complex cross-border transactions, and joint ventures and strategic alliances. He has served as a special master and arbitrator in LLC disputes, and as an expert witness in connection with Florida corporate and LLC law in cases around the state. He is the co-author of "Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution" published in Business Law Today.
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Lisa R. Jacobs
Partner
DLA Piper
Ms. Jacobs represents businesses and institutional and individual clients in domestic and international transnational... | Read More
Ms. Jacobs represents businesses and institutional and individual clients in domestic and international transnational matters including mergers and acquisitions to complex corporate finance, venture capital transactions, institutional and private equity financings, asset securitizations and private placements, as well as private equity fund formation and governance issues. In addition, she counsels government and sports organizations in structuring transactions. She is the co-author of "Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution" published in Business Law Today.
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Christopher N. Kelly
Partner
Potter Anderson Corroon
Mr. Kelly focuses his practice on complex litigation and counseling matters involving Delaware corporations and... | Read More
Mr. Kelly focuses his practice on complex litigation and counseling matters involving Delaware corporations and alternative entities. His experience includes stockholder class and derivative actions, takeover disputes, limited partnership and limited liability company litigation, internal corporate investigations, post-closing disputes, federal securities lawsuits, and statutory proceedings under the Delaware General Corporation Law and alternative entity statutes, such as dissolution actions, stock appraisals, indemnification and advancement actions, contested director elections, and demands to inspect books and records. In addition, Mr. Kelly counsels boards, committees, and other corporate and individual clients regarding issues of Delaware law and equity, including in connection with significant transactions and governance matters.
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