News & Analysis as of

Limited Liability Company (LLC) Fiduciary Duty Members

Winstead PC

Court Held That Those In Control Of A Limited Liability Company May Owe Fiduciary Duties To The Company And Its Members

Winstead PC on

​​​​​​​In In re Mijares, a plaintiff claimed that a defendant defrauded him and breached fiduciary duties owed to him by charging improper, excessive, and unauthorized expenses to their medical practice, causing the...more

Bradley Arant Boult Cummings LLP

Avoiding the Pitfalls of Assigning an Interest in an LLC

One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more

Whitman Legal Solutions, LLC

Majority LLC Members Take Note: You May Have a Fiduciary Duty to the Other Members

Power and control can provide the means to promote a personal agenda (such as a robot composer) at the expense of the investment or business objectives and the other owners’ interests. This article discusses the duty that...more

Jaburg Wilk

Attention all Arizona Limited Liability Companies- The New LLC Law Applies to You!

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The New Arizona Limited Liability Company Act (the “New LLC Act”) will impact all Arizona limited liability companies this year. The Arizona Limited Liability Company Act was recently amended. For any Arizona LLC formed on or...more

Patton Sullivan Brodehl LLP

Can the Criminal Law Concept of “Receiving Stolen Property” Apply to LLC Disputes?

In the LLC Jungle, allegations of “misappropriation” are common.  LLC members and managers sometimes improperly divert the LLC’s funds and property for their own personal use.  That bad behavior usually leads to claims of...more

Patton Sullivan Brodehl LLP

Why LLC Managers Should Take Member “Books and Records” Requests Seriously

Under California’s Revised Limited Liability Company Act (“RULLCA”), LLC participants have substantial freedom to structure their relationship in a customized manner under their governing operating agreement.  But one of the...more

Patton Sullivan Brodehl LLP

Think Carefully Before Forming an “Out of State” LLC

Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware can be an enticing option. Delaware is known for its...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

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

Jackson Walker

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

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Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...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

Winstead PC

Court Holds That Members of LLC May Owe Each Other Fiduciary Duties

Winstead PC on

In B Choice v. Epicentre Development Associates, the federal district court affirmed a magistrate’s recommendations concerning whether members of an LLC owe fiduciary duties to each other in Texas. No. H-14-2096, 2017 U.S....more

Farrell Fritz, P.C.

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Akerman LLP

2015 Legislative Changes to Florida's Limited Liability Company Act

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During the 2015 legislative session, the Florida legislature adopted amendments to Chapter 605 of the Florida Statutes. Chapter 605 is the Florida Revised Limited Liability Company Act (Florida Revised LLC Act). The bill...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

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