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Good Faith › Operating Agreements

Patton Sullivan Brodehl LLP

Another Case Addressing Managerial Discretion and the Implied Covenant of Good Faith and Fair Dealing

Patton Sullivan Brodehl LLP on

LLC managers often enjoy wide latitude and unrestricted “discretion” under the LLC’s operating agreement. At the same time, all contracts — including LLC operating agreements — are subject to the implied covenant of good...more

Patton Sullivan Brodehl LLP

LLC Managers or Members With “Sole Discretion” Must Still Act in Good Faith

Patton Sullivan Brodehl LLP on

LLC managers (or members vested with decision-making authority) are sometimes lulled into a false sense of security by “sole discretion” provisions in their LLC’s operating agreement.  That can be a costly mistake....more

Gray Reed

Louisiana Operator’s Bad Faith Does Not Preclude Recovery

Gray Reed on

Under Louisiana law, does the operator’s bad faith preclude recovery for the non-operator’s breach of a joint operating agreement if the operator caused the non-operator to breach the JOA but did not itself breach?...more

Polsinelli

Member of an Arizona LLC? You May Have a Fiduciary Duty to the LLC

Polsinelli on

Arizona has finally resolved the issue of whether managers and members of an Arizona Limited Liability Company (LLC) owe a common law fiduciary duty to the LLC and whether an operating agreement can lawfully limit those...more

Winstead PC

When Temptation Trumps Restraint: Limits of the Protection of LLC Managers

Winstead PC on

...Temptation is powerful. We all know this well, which is why these quotes by author and bon vivant Oscar Wilde, and actress and legendary sex symbol Mae West evoke nods of agreement. But giving into temptation can result...more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes Presumption of Fraud in Case Involving Advisor's Effort to Avoid Paying a Promissory Note

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which a former investment advisor at UBS sought to prevent the company from collecting on promissory notes the advisor owed to UBS upon his departure. After the...more

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