First Run Broadcast: March 22, 2016
Live Replay: August 4, 2016
1:00 p.m. E.T.
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. There is also the important corporate/LLC opportunity doctrine that prevents 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 permits modification by agreement. But great care in drafting these modifications, including full understanding of what law allows, is essential to avoiding subsequent litigation on the basis of fraud, bad faith and self-dealing, or misappropriation of entity opportunities. This program will provide you with a practical guide to modification of fiduciary and other duties in corporations, LLCs and other entities.
• Modifying fiduciary duties in LLCs, corporations and entities
• Duties of care, diligence, good faith and fair dealing
• What duties may be modified and which may not – and to what extend?
• Circumstances in which modification might make sense – competing businesses, finance, risk of litigation, and more
• Defining and limiting application of the corporate/LLC opportunity doctrines
• Understanding self-dealing and conflicts of interest, and practical risks
• Effective drafting to modify fiduciary duties in new and existing LLCs
• Counseling clients about the substantial risks of reducing the fiduciary duties of managers
Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.
Laura B. Springer is an attorney in the Washington, D.C. office of Venable, LLP, where she has experience drafting and structuring corporate transaction documents, including purchase agreements, operating agreements, stockholder agreements, non-disclosure agreements, licensing agreements, data supply arrangements, professional services arrangements and other sourcing agreements. Ms. Springer received her B.A. from the University of Virginia and her J.D., cum laude, from Boston College of Law.