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Structuring LLC Operating Agreements: Fiduciary Duty, Indemnification, and Exculpatory Provisions

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, October 11, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course 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 liability clauses can minimize risk.


LLCs enjoy the flexibility to define fiduciary and other duties of members contractually. An LLC may expand, restrict, or eliminate common law fiduciary duties through carefully drafted operating agreements.

Unambiguous provisions outlining fiduciary duties and liabilities protect LLC members and managers and minimize business disputes. The ever-evolving Delaware Limited Liability Company Act reinforces the importance of clarity in drafting such provisions in operating agreements.

A well-drafted LLC operating agreement will leverage contractual risk transfer provisions, such as indemnity and hold harmless agreements, exculpatory agreements, and limitation of liability agreements to minimize risks.

Listen as our authoritative panel of corporate attorneys guides you through effectively drafting clauses on fiduciary duties and limitation of liability in LLC operating agreements. The panel will outline approaches for structuring such contracts to protect LLC managers and members and minimize potential business disputes.



  1. Common law and statutory duties of LLC members and managers
  2. Drafting fiduciary and other duties provisions in the operating agreement
  3. Drafting indemnification and exculpation clauses in the operating agreement


The panel will review these and other key issues:

  • What critical duties of managers or members should be addressed in the LLC operating agreement?
  • What fiduciary or other duties cannot be contractually modified or limited in an LLC operating agreement?
  • What are best practices for drafting provisions that modify or limit statutory or common law duties?
  • What are best practices for drafting limitation of liability and indemnification clauses?


Conti, Louis
Louis T.M. Conti

Holland & Knight

Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash...  |  Read More

Jacobs, Lisa
Lisa R. Jacobs

Stradley Ronon Stevens & Young

Ms. Jacobs has extensive experience representing businesses and institutions on domestic and international...  |  Read More

Maxwell, Michael
Michael P. Maxwell

Potter Anderson & Corroon

Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving...  |  Read More

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