Contracting Out Of Fiduciary Duties In Llcs

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Contracting Out of Fiduciary Duties in LLCs

Author : H. Justin Pace
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis Contracting Out of Fiduciary Duties in LLCs by : H. Justin Pace

Download or read book Contracting Out of Fiduciary Duties in LLCs written by H. Justin Pace and published by . This book was released on 2016 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: LLCs statutes ostensibly offer businesspersons far greater ability to contract out of fiduciary duties than the partnership statutes that once would have covered similar businesses. Ribstein and Keatinge on Limited Liability Companies identifies five approaches to contracting out of fiduciary duties. Of these, the approach taken in the Delaware statute is by far the most popular, rivaled only by the approach of the ULLCA. Sixteen other states have adopted the Delaware approach. These include both major LLC states such as Nevada and Delaware and major commercial states such as California and Texas. The Delaware approach allows for complete freedom of contract in contracting out of fiduciary duties (outside of the implied duties of good faith and fair dealing inherent in all contracts). While it is unsurprising that many states would look to Delaware for business association law given the leading role it has traditionally played, it is surprising that they would adopt such a permissive approach to this issue. This paper shows that several courts outside of Delaware have been hostile to waivers of fiduciary duties in LLC operating agreements, permissive LLC statutes notwithstanding. This paper also shows, perhaps more problematically, that courts in only some of the states that follow Delaware's approach have addressed the issue. This paper addresses arguments against enforcing waivers, including arguments rooted in cognitive limitations, and identifies statutory, not common, law as the better path to providing for waiver.

Contracting Out of the Fiduciary Duty of Loyalty

Author : Gabriel V. Rauterberg
Publisher :
ISBN 13 :
Total Pages : 50 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Contracting Out of the Fiduciary Duty of Loyalty by : Gabriel V. Rauterberg

Download or read book Contracting Out of the Fiduciary Duty of Loyalty written by Gabriel V. Rauterberg and published by . This book was released on 2017 with total page 50 pages. Available in PDF, EPUB and Kindle. Book excerpt: For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware's lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no empirical study has attempted to measure either the corporate response to these reforms, or to evaluate the implications of that response.This Article presents the first broad empirical investigation of the area. Contrary to conventional wisdom, we find that hundreds of public corporations have adopted waivers - often with capacious scope and reach. We thus establish a central empirical fact that is an important baseline for further discussion: public corporations have an enormous appetite for contracting out of the duty of loyalty when freed to do so. Our analysis further sheds light on the high-stakes normative debate around the relationship between fiduciary principles and freedom of contract. What types of corporations choose to contract around default rules? When they do so, do such measures tend to bolster or thwart shareholder welfare? We develop an efficient contracting approach to explain why corporations - and their shareholders - might favor tailoring the duty of loyalty, and provide empirical evidence that Delaware's experiment has generally been a success.

The Rise of the Uncorporation

Author : Larry E. Ribstein
Publisher :
ISBN 13 : 0195377095
Total Pages : 294 pages
Book Rating : 4.1/5 (953 download)

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Book Synopsis The Rise of the Uncorporation by : Larry E. Ribstein

Download or read book The Rise of the Uncorporation written by Larry E. Ribstein and published by . This book was released on 2010 with total page 294 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Rise of the Uncorporation covers the history, law, and finance of unincorporated firms. These "uncorporations" including general and limited partnerships and limited liability companies, are now the dominant business form of non-publicly-traded firms. Through private equity and publicly traded partnerships, uncorporations have emerged as a significant force in the governance of a wide range of the biggest firms. This is the first general theoretical and practical overview of alternatives to incorporation, including ancillary concepts connected with the evolution of these firms, and analysis of likely future trends in business organization. The Rise of the Uncorporation provides a clear and easily understandable theoretical and practical background to this important subject.

Eliminating Fiduciary Duties in Delaware LLCs

Author : Daniel Buchholz
Publisher :
ISBN 13 :
Total Pages : 22 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Eliminating Fiduciary Duties in Delaware LLCs by : Daniel Buchholz

Download or read book Eliminating Fiduciary Duties in Delaware LLCs written by Daniel Buchholz and published by . This book was released on 2018 with total page 22 pages. Available in PDF, EPUB and Kindle. Book excerpt: Do parties to an alternate business entity are provided sufficient judicial protection during the formation of an operating agreement? On the one hand, the core policy of the Delaware Limited Liability Company Act (“DLLCA”) is “to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.” Thus, parties can provide themselves with adequate protection through the negotiation of the operating agreement. On the other hand, however, parties may not be in a position to negotiate during the drafting of the operating agreement and become unable to back out of the deal. Because the operating agreement does not need to be filed when the LLC is formed, parties may become too invested in the company by the time the operating agreement is drafted, preventing them from finding another business partner and, thereby, removing their bargaining power. Moreover, while the policy of the DLLCA may be to give the maximum effect to the principle of freedom of contract, there is evidence that operating agreements are not highly negotiated and may even be based on form agreements.

Contracting Out of Fiduciary Duties

Author : Ernest Lim
Publisher :
ISBN 13 :
Total Pages : 53 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Contracting Out of Fiduciary Duties by : Ernest Lim

Download or read book Contracting Out of Fiduciary Duties written by Ernest Lim and published by . This book was released on 2017 with total page 53 pages. Available in PDF, EPUB and Kindle. Book excerpt: A significant implication arising out of an increasingly influential view that fiduciary duties are terms expressed or implied into voluntary undertakings is that all express or implied fiduciary duties can be excluded. This article critiques this implication by advancing the argument that this implication is doctrinally unjustified and normatively questionable through an analysis of the circumstances in which directors' fiduciary duties have been contracted out under English law.

Contracting Out of Partnership

Author : Douglas K. Moll
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis Contracting Out of Partnership by : Douglas K. Moll

Download or read book Contracting Out of Partnership written by Douglas K. Moll and published by . This book was released on 2023 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Can parties contract out of the general partnership form of business organization, even if their conduct would otherwise establish a partnership? Although a recent judicial decision suggests that they can, treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes. More importantly, permitting parties to contract out of partnership imposes substantial costs by undermining the protections of fiduciary duty, creating uncertainty about the operating rules for the business, and threatening to deny the rights of third parties. These costs outweigh the benefits of promoting freedom of contract and providing certainty on the partnership formation question, particularly because such benefits can largely be captured within existing partnership and LLC law.

Does the operator in a Joint Operating Agreement owe a fiduciary duty to non-operators?

Author : Shamsu Yahaya
Publisher : GRIN Verlag
ISBN 13 : 3640528174
Total Pages : 29 pages
Book Rating : 4.6/5 (45 download)

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Book Synopsis Does the operator in a Joint Operating Agreement owe a fiduciary duty to non-operators? by : Shamsu Yahaya

Download or read book Does the operator in a Joint Operating Agreement owe a fiduciary duty to non-operators? written by Shamsu Yahaya and published by GRIN Verlag. This book was released on 2010 with total page 29 pages. Available in PDF, EPUB and Kindle. Book excerpt: Studienarbeit aus dem Jahr 2009 im Fachbereich Politik - Internationale Politik - Region: USA, University of Abertay Dundee (Centre for energy, petroleum and mineral law and policy), Sprache: Deutsch, Abstract: The classification of the operator's relationship with the non-operators in a Joint Operating Agreement is an issue that deserves some scrutiny. Is the operator a fiduciary or not? In an attempt to answer this question, this paper will take a case study of the United States model Joint Operating Agreement forms and undertake an analysis of judicial interpretations and approaches to the provisions in the Model Forms regarding the duties and liabilities of operators. Both Common Law and Equity have classically imposed fiduciary duties on trustees and agents. The courts, as we shall see, have, however rendered different connotations in ascertaining the operator's duties despite the clear language used in the Model Forms exempting the operator from fiduciary obligations. The conclusion at the end will highlight the position of the law in other jurisdictions outside the USA.

Fiduciary Law

Author : Tamar Frankel
Publisher :
ISBN 13 : 019539156X
Total Pages : 334 pages
Book Rating : 4.1/5 (953 download)

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Book Synopsis Fiduciary Law by : Tamar Frankel

Download or read book Fiduciary Law written by Tamar Frankel and published by . This book was released on 2011 with total page 334 pages. Available in PDF, EPUB and Kindle. Book excerpt: In Fiduciary Law, Tamar Frankel examines the structure, principles, themes, and objectives of fiduciary law. Fiduciaries, which include corporate managers, money managers, lawyers, and physicians among others, are entrusted with money or power. Frankel explains how fiduciary law is designed to offer protection from abuse of this method of safekeeping. She deals with fiduciaries in general, and identifies situations in which fiduciary law falls short of offering protection. Frankel analyzes fiduciary debates, and argues that greater preventive measures are required. She offers guidelines for determining the boundaries and substance of fiduciary law, and discusses how failure to enforce fiduciary law can contribute to failing financial and economic systems. Frankel offers ideas and explanations for the courts, regulators, and legislatures, as well as the fiduciaries and entrustors. She argues for strong legal protection against abuse of entrustment as a means of encouraging fiduciary services in society. Fiduciary Law can help lawyers and policy makers designing the future law and the systems that it protects.

Contracting Out of Fiduciary Duties - a Glimpse at the Future?

Author : Jeremy Low
Publisher :
ISBN 13 :
Total Pages : 210 pages
Book Rating : 4.:/5 (223 download)

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Book Synopsis Contracting Out of Fiduciary Duties - a Glimpse at the Future? by : Jeremy Low

Download or read book Contracting Out of Fiduciary Duties - a Glimpse at the Future? written by Jeremy Low and published by . This book was released on 1998 with total page 210 pages. Available in PDF, EPUB and Kindle. Book excerpt:

The Oxford Handbook of Fiduciary Law

Author : Evan J. Criddle
Publisher : Oxford University Press
ISBN 13 : 0190634111
Total Pages : 912 pages
Book Rating : 4.1/5 (96 download)

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Book Synopsis The Oxford Handbook of Fiduciary Law by : Evan J. Criddle

Download or read book The Oxford Handbook of Fiduciary Law written by Evan J. Criddle and published by Oxford University Press. This book was released on 2019-04-29 with total page 912 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Oxford Handbook of Fiduciary Law provides a comprehensive overview of critical topics in fiduciary law and theory through chapters authored by leading scholars. The Handbook opens with surveys of the many fields of law in which fiduciary duties arise, including agency law, trust law, corporate law, pension law, bankruptcy law, family law, employment law, legal representation, health care, and international law. Drawing on these surveys, the Handbook offers a synthetic analysis of fiduciary law's key concepts and principles. Chapters in the Handbook explore the defining features of fiduciary relationships, clarify the distinctive fiduciary duties that arise in these relationships, and identify the remedies available for breach of fiduciary duties. The volume also provides numerous comparative perspectives on fiduciary law from eminent legal historians and from scholars with deep expertise in a diverse array of the world's legal systems. Finally, the Handbook lays the groundwork for future research on fiduciary law and theory by highlighting cross-cutting themes, identifying persistent theoretical and practical challenges, and exploring how the field could be enriched through empirical analysis and interdisciplinary insights from economics, philosophy, and psychology. Unparalleled in its breadth and depth of coverage, The Oxford Handbook of Fiduciary Law represents an invaluable resource for practitioners, policymakers, scholars, and students in this essential field of law.

Agency, Partnership, and the LLC in a Nutshell

Author : J. Dennis Hynes
Publisher : West Academic Publishing
ISBN 13 :
Total Pages : 596 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis Agency, Partnership, and the LLC in a Nutshell by : J. Dennis Hynes

Download or read book Agency, Partnership, and the LLC in a Nutshell written by J. Dennis Hynes and published by West Academic Publishing. This book was released on 2005 with total page 596 pages. Available in PDF, EPUB and Kindle. Book excerpt: Rights and Duties Between Principal and Agent, Partners, and Members of an LLC; Vicarious Tort Liability; Express, Implied and Apparent Authority; Inherent Agency Power; Undisclosed Principal; Ratification; Notice, Notification, Imputed Knowledge; Termination of Authority; Partnership Formation, Operation and Termination; Fiduciary Duties Among Partners; Right to an Accounting; Creditors' Rights Against Partners and the Partnership; Dissociation and Dissolution; Winding-Up; Liquidation. Limited Partnership and the LLC: Creation, Operation and Dissolution.

Symonds & O'Toole on Delaware Limited Liability Companies

Author : Robert L. Symonds
Publisher : Wolters Kluwer
ISBN 13 : 0735555982
Total Pages : 1664 pages
Book Rating : 4.7/5 (355 download)

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Book Synopsis Symonds & O'Toole on Delaware Limited Liability Companies by : Robert L. Symonds

Download or read book Symonds & O'Toole on Delaware Limited Liability Companies written by Robert L. Symonds and published by Wolters Kluwer. This book was released on 2006-10-17 with total page 1664 pages. Available in PDF, EPUB and Kindle. Book excerpt: Symonds & O'Toole on Delaware Limited Liability Companies byrenowned experts Robert L Symonds, Jr. and Matthew J. O'Toole combinespractice-based Delaware LLC insights, completely current coverage, andup-to-date forms presented in logical order, allowing you to confidentlyrepresent your clients from start to finish. Everything you need to know aboutDelaware Limited Liability Companies is included in this one easy-to-usereference, complete with Bonus Delaware LLC Forms CD-ROM.Since the 1988 IRS ruling permitting the advantages of pass-through taxreporting, the number of Delaware Limited Liability Companies formedannually has increased at an explosive rate. Symonds & O'Toole onDelaware Limited Liability Companies provides practical evaluation ofthe Delaware Limited Liability Company, expertly analyzing the mostcurrent Delaware LLC law, as well as the underlying principles andreasoning, allowing you to master the specific issues facing Delaware LLCpractitioners today, and to find workable approaches to potentiallyproblematic Delaware LLC situations.Symonds & O'Toole on Delaware Limited Liability Companies isthe first resource to include complete coverage of all 2006 statutory changesregarding:Filings of Delaware LLC Documents with the Secretary of StateDelaware Limited Liability Company managementFundamental Transactions, including Delaware LLC mergers, conversionand consolidation of other entities into the Delaware LLC (andDelaware LLC into other entities)Everything you need to know about a Delaware Limited Liability Company isfound in this one easy-to-use reference:Expert "how to" guidance on drafting Delaware Limited LiabilityCompany agreementsExtensive Tables covering changes to the Delaware limited Liability CompanyAct and Delaware LLC case lawDelaware LLC Forms for practitioners drafted by experiencedpractitionersReliable In-Depth, Expert Coverage of all 2006 Delaware LLC statutoryamendmentsAbout Authors Robert L. Symonds Jr. and Matthew J. O'Toole:Robert L. Symonds Jr. and Matthew J. O'Toole are shareholders and directors inthe Delaware office of Stevens & LeeP.C. Both have broad experience with the structuring and use ofDelaware business entities. Mr. Symonds is one of the original drafters of theDelaware Limited Liability Company Act, and is a member of the Delaware StateBar Association's committee charged with reviewing and proposing amendments tothe Delaware Statutory Trust Act. Mr. O'Toole is a member of the Council ofthe Corporation Law Section of the Delaware State Bar Association. Mr. Symondsand Mr. O'Toole both serve on the Delaware State Bar Association's committeethat reviews and proposes amendments to Delaware's Limited Liability Companyand Partnership Statutes, and Mr. Symonds is immediate past Chair of thatcommittee.

Egan on Entities

Author : Byron F. Egan
Publisher :
ISBN 13 : 9781522194101
Total Pages : 859 pages
Book Rating : 4.1/5 (941 download)

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Book Synopsis Egan on Entities by : Byron F. Egan

Download or read book Egan on Entities written by Byron F. Egan and published by . This book was released on 2020 with total page 859 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Drafting Limited Liability Company Operating Agreements, Fourth Edition

Author : John M. Cunningham
Publisher : Wolters Kluwer
ISBN 13 : 145488049X
Total Pages : 3536 pages
Book Rating : 4.4/5 (548 download)

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Book Synopsis Drafting Limited Liability Company Operating Agreements, Fourth Edition by : John M. Cunningham

Download or read book Drafting Limited Liability Company Operating Agreements, Fourth Edition written by John M. Cunningham and published by Wolters Kluwer. This book was released on 2016-06-15 with total page 3536 pages. Available in PDF, EPUB and Kindle. Book excerpt: This essential resource enables you to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCsand—in every U.S. jurisdiction! It delivers exclusive guidance on all 10 stages of the LLC formation process, and comes with a CD-ROM packed full of valuable material, including complete agreements, forms, and clauses all ready for immediate use. Newly expanded to two volumes, theand Fourthand Edition of Drafting Limited Liability Company Operating Agreements is the only limited liability company formbook and practice manual that addresses the entire process of planning, negotiating and drafting LLC operating agreements, and handling LLC formations. Providing hands-on guidance directly from John M. Cunningham, one of the acknowledged leaders in the field, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, ensures that youand’re prepared to handle all legal and tax aspects of the LLC formation process for member-managed, manager-managed, single-member, and multi-member LLCs, including: Fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs Multi-member LLC partnership tax issues The unique legal and tax issues confronting owners of single-member LLCs Hidden issues in drafting articles of organization The complex issues of legal ethics when representing two or more clients in forming multi-member LLCs Only Drafting Limited Liability Company Operating Agreements, Fourthand Edition fully covers: The 10 main stages of the LLC formation process, providing detailed, practice-oriented comments on each and“Red flagsand” spotlighting common pitfalls and risks in LLC formation Key federal tax materials, including the and“Check-the-Box Regulationsand” and the IRSand’s guidelines on the application of the Self-Employment Tax to LLC members The current text of the Delaware Limited Liability Company Act And Drafting Limited Liability Company Operating Agreements, Fourthand Edition includes: All of the general-purpose model operating agreements you are likely to need to form both single-member and multi-member LLCs, designed for use in all 50 states and accompanied by line-by-line instructions Guidance through the entire, complex maze of legal, tax, and drafting issues An all-new section on protecting clientsand’ assets through LLCs Valuable exhibits, including a master table and various subsidiary tables of the Delaware Limited Liability Company Act provisions relevant to LLC formations Plus! Every clause, form, and complete agreement is on CD-ROMand—to speed the formation process and help save you time. To assist in your LLC formation practice, youand’ll also find a comprehensive survey of the rapidly expanding body of federal and state LLC case lawand—complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, delivers all the forms, agreements and expert guidance every LLC practitioner should have on hand. and

Forming and Operating California Limited Liability Companies

Author : Gary L. Bradus
Publisher : Continuing Education of the Bar-California
ISBN 13 :
Total Pages : 1036 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis Forming and Operating California Limited Liability Companies by : Gary L. Bradus

Download or read book Forming and Operating California Limited Liability Companies written by Gary L. Bradus and published by Continuing Education of the Bar-California. This book was released on 2007 with total page 1036 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Drafting LLC Operating Agreements, 5th Edition

Author : Cunningham, Nelson
Publisher : Wolters Kluwer Law & Business
ISBN 13 : 1543817653
Total Pages : 3462 pages
Book Rating : 4.5/5 (438 download)

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Book Synopsis Drafting LLC Operating Agreements, 5th Edition by : Cunningham, Nelson

Download or read book Drafting LLC Operating Agreements, 5th Edition written by Cunningham, Nelson and published by Wolters Kluwer Law & Business. This book was released on 2021-02-10 with total page 3462 pages. Available in PDF, EPUB and Kindle. Book excerpt: Drafting Limited Liability Company Operating Agreements is the only limited liability company ("LLC") formbook and practice manual that addresses in a comprehensive and sophisticated manner the entire process of planning, negotiating, and drafting LLC operating agreements and handling LLC formations. The book is written both for lawyers who are inexperienced in LLC formation practice and for those who are LLC experts. The book contains 71 chapters on LLC formation issues and related issues, 29 general-purpose model operating agreements, four special-purpose model operating agreements (including, for example, model operating agreements for series LLCs), and dozens of "plug-in provisions" to tailor operating agreements to the unique legal and tax needs of specific LLC members and managers. Changes in the Fifth Edition of Drafting Limited Liability Company include: Thoroughly updated content rewritten to suit modern trends and needs Complete reorganization to chapters making it easier to find the content you need Streamlined content for online purposes All forms previously available on the CD-ROM of this book have been updated and moved online for easy viewing and downloading Note: Online subscriptions are for three-month periods.

The Genius of American Corporate Law

Author : Roberta Romano
Publisher : American Enterprise Institute
ISBN 13 : 9780844738369
Total Pages : 180 pages
Book Rating : 4.7/5 (383 download)

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Book Synopsis The Genius of American Corporate Law by : Roberta Romano

Download or read book The Genius of American Corporate Law written by Roberta Romano and published by American Enterprise Institute. This book was released on 1993 with total page 180 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.