News & Analysis as of

Operating Agreements Managers

Snell & Wilmer

Let Me Tell You ALLCA Bout It: Arizona Adopts ALLCA to Fill Gaps and Create Uniformity Amongst Arizona LLCs

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Arizona Governor Doug Ducey signed SB 1353 into law on April 10, 2018, repealing Arizona’s previous LLC laws and replacing them with the new Arizona Limited Liability Company Act—colloquially known as ALLCA.1 ALLCA becomes...more

Whitman Legal Solutions, LLC

Different Membership Classes Can Help Meet LLC Financing Needs

Separate classes a limited liability company (LLC) are like the different violin sections in an orchestra. The owners of all classes of units are LLC members. The LLC classes may be called Class 1 and Class 2, but neither...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

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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

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...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

K&L Gates LLP

For Cause Removal Must Be For Cause

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In A&J Capital, Inc. v. Law Office of Krug, Civil Action No. 2018-0240-JRS (Del. Ch. January 29, 2019), the Delaware Court of Chancery granted an LLC manager a final declaratory judgment that the manager had been improperly...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

Saul Ewing LLP

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

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Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

Morris James LLP

Do Equities Militate Against Restrictions Barring Petition for Dissolution?

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Delaware courts often emphasize the freedom of contract of parties to define their rights, powers, duties, obligations, liabilities and restrictions in a limited liability or operating agreement under the Delaware Limited...more

Akin Gump Strauss Hauer & Feld LLP

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

Mintz

Implications of the New California LLC Act

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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

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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

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