Structuring LLC Operating Agreements: Fiduciary Duty, Indemnification, and Exculpatory Provisions

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.

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.

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.