Statutory and common law impose certain fiduciary duties – care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and in certain instances on members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement but unintended consequences may be substantial. This program will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.
· Fiduciary duties in closely held corporations and LLCs
· Corporate fiduciary duties and standards of review – duty of loyalty and duty of care
· Conflicts of interest and self-dealing issues in closely held corporations
· Fiduciary duties in LLCs – standards set by contract and by law
· What duties may be modified or eliminated – and which may not
· How the corporate and organizational opportunity doctrines work in closely held companies
Frank Ciatto, Venable, LLP – Washington, D.C.
James DePaoli, Venable, LLP – Washington, D.C.