News & Analysis as of

Limited Liability Company (LLC) Fiduciary Duty Managers

Winstead PC

Court Affirms The Equitable Forfeiture Of A Manager’s Partnership Interest Due To Breach Of Fiduciary Duty And Discussed...

Winstead PC on

In Michael D. Heatley v. Red Oak 86, L.P. & Charles Johnson, investors in a limited partnership sued the managing member for breach of fiduciary duty. No. 05-18-01083-CV, 2020 Tex. App. LEXIS 6592 (Tex. App.—Dallas August 17,...more

Winstead PC

Court Held That Manager Owed Limited Liability Company Fiduciary Duties And That A Derivative Action Could Still Be Pursued After...

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In Katz v. Intel Pharma, LLC, a minority member of a limited liability company sued a former manager for breach of fiduciary duty in a derivative action. No. H-18-1347, 2020 U.S. Dist. LEXIS 120389 (S.D. Tex. July 9, 2020)....more

Stinson LLP

Members and Managers of Arizona LLCs Owe Common Law Fiduciary Duties to the Company

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The Arizona Supreme Court held on Tuesday that members and managers of Arizona limited liability companies (LLCs) owe common law fiduciary duties to the company, but that an operating agreement may limit such duties except...more

Clark Hill PLC

LEGAL ALERT: The Arizona Supreme Court Declares That LLC Members and Managers Have a Common Law Fiduciary Duty to Their LLC

Clark Hill PLC on

On June 25, 2019, the Arizona Supreme Court released its opinion in Sky Harbor v Patel, to answer some long-standing questions about the duties that LLC members and managers have to their LLC under Arizona common law. The...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

Winstead PC

Heavy is the Head That Wears the Crown: Overcoming Legal & Business Challenges Faced by Majority Owners of Texas Limited Liability...

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The majority owners of private Texas limited liability companies (LLC’s) enjoy a mixed blessing when they also manage their companies. Majority owners have the power to direct their private companies as they deem fit, but...more

Patton Sullivan Brodehl LLP

Does an LLC Manager’s “Sole Discretion” Eliminate the Implied Covenant of Good Faith and Fair Dealing?

It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult to challenge the manager’s decisions on key transactions, investments, and other...more

Fox Rothschild LLP

Important Changes To The Illinois LLC Act

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Changes to the Illinois Limited Liability Company Act that took effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally conformed Illinois law more closely to a model...more

Mintz - Bankruptcy & Restructuring Viewpoints

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Fox Rothschild LLP

Important Changes To Illinois LLC Act Take Effect July 1

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Changes to the Illinois Limited Liability Company Act set to take effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally serve to conform Illinois law more closely...more

Mintz

Implications of the New California LLC Act

Mintz on

On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more

Blank Rome LLP

California’s Revised Uniform Limited Liability Company Act

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A new California law governing limited liability companies became effective as of January 1, 2014. The California Revised Uniform Limited Liability Company Act (RULLCA) makes significant changes in the rights and...more

McDermott Will & Emery

New California LLC Law Requires Members To Reconsider Their Operating Agreement

McDermott Will & Emery on

On January 1, 2014, California limited liability company (LLC) law changes in several respects. Unlike other new laws regulating business entities, the new LLC law does not give existing LLCs a choice as to whether to be...more

Bracewell LLP

The Debate Rages On Regarding Whether Default Fiduciary Duties Apply to LLC Managers Under Delaware Law

Bracewell LLP on

Earlier this year, we reported on the Delaware Court of Chancery's decision in Auriga Capital Corp. v. Gatz Properties, LLC, wherein Chancellor Strine held that traditional fiduciary principles apply to LLC managers or...more

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