Structuring LLC Operating Agreements: Fiduciary Duty, Indemnification, and Exculpatory Provisions
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will provide corporate counsel with guidance for drafting provisions in LLC operating agreements that clearly define members' and managers' fiduciary duties. The panel will also explain how indemnification, exculpation, and limitation of liability clauses can minimize risk.
Outline
- Common law and statutory duties of LLC members and managers
- Drafting fiduciary and other duties provisions in the operating agreement
- Drafting indemnification and exculpation clauses in the operating agreement
Benefits
The panel will review these and other key issues:
- What critical duties of managers or members should be addressed in the LLC operating agreement?
- What fiduciary or other duties cannot be contractually modified or limited in an LLC operating agreement?
- What are best practices for drafting provisions that modify or limit statutory or common law duties?
- What are best practices for drafting limitation of liability and indemnification clauses?
Faculty
Louis T.M. Conti
Partner
Holland & Knight
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash... | Read More
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash flow and asset-based financings, leveraged buy-outs, mezzanine and subordinated debt transactions, public and private equity placements, venture capital and private equity investments, company governance advice, sophisticated and complex cross-border transactions, and joint ventures and strategic alliances. He has served as a special master and arbitrator in LLC disputes, and as an expert witness in connection with Florida corporate and LLC law in cases around the state. He is the co-author of "Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution" published in Business Law Today.
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Lisa R. Jacobs
Partner
Stradley Ronon Stevens & Young
Ms. Jacobs has extensive experience representing businesses and institutions on domestic and international... | Read More
Ms. Jacobs has extensive experience representing businesses and institutions on domestic and international transactional matters. For more than 30 years, she has served as an advisor to both private and public companies in a wide variety of industries on matters related to mergers and acquisitions, corporate finance, institutional and private equity financings, securitization and structured finance, and corporate governance issues.
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Michael P. Maxwell
Partner
Potter Anderson & Corroon
Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving... | Read More
Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving alternative entities and corporations, including investment and private equity fund transactions, joint ventures, cross border transactions, mergers, acquisitions, dissolutions and restructurings. He also advises management, boards and special committees of Delaware entities on matters of operation and governance, including with respect to fiduciary duty and contractual interpretation issues. Additionally, Mr. Maxwell represents both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions.
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