Contractually Reimposing Fiduciary Duties in an LLC Operating Agreement Despite Clause Waiving Fiduciary Duties | Weil, Gotshal & Manges LLP
To embed, copy and paste the code into your website or blog: Delaware limited liability companies are creatures of contract. And, under the Delaware Limited Liability Company Act, fiduciary duties traditionally imposed upon those in control of an entity can be eliminated or restricted in the operating agreement. If the members of a limited liability company fail to exercise their contractual authority to restrict or eliminate fiduciary duties, however, the Delaware courts borrow default fiduciary duties from corporate law and impose them on the LLC’s managers; specifically, the duty of loya...
Source: jdsupra.com