About the Course
Introduction
This CLE webinar will provide LLC counsel with guidance for drafting provisions in LLC operating agreements that address members' and managers' fiduciary duties, based on whether they are using Delaware LLC law or Revised Uniform LLC Act. The panel will also explain how indemnification, exculpation, and limitation of liability clauses can minimize risk based on Delaware or RULLCA statutory rules.
Description
LLCs enjoy the flexibility to define fiduciary and other duties of members contractually. An LLC may expand, restrict, or eliminate common law fiduciary duties through carefully drafted operating agreements.
Unambiguous provisions outlining fiduciary duties and liabilities protect LLC members and managers and minimize business disputes. The ever-evolving Delaware Limited Liability Company Act reinforces the importance of clarity in drafting such provisions in operating agreements.
A well-drafted LLC operating agreement will leverage contractual risk transfer provisions, such as indemnity and hold harmless agreements, exculpatory agreements, and limitation of liability agreements to minimize risks.
Listen as our authoritative panel of corporate attorneys guides you through effectively drafting clauses on fiduciary duties and limitation of liability in LLC operating agreements. The panel will outline approaches for structuring such contracts to protect LLC managers and members and minimize potential business disputes.
Presented By
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.
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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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, January 20, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Common law and statutory duties of LLC members and managers
II. Drafting fiduciary and other duties provisions in the operating agreement
III. Drafting indemnification and exculpation clauses in the operating agreement
The panel will review these and other key issues:
- Critical duties of managers in a manager-managed or members in a member-managed LLC operating agreement
- Contractual modification or limitation of fiduciary or other duties which can and cannot be contractually modified or limited in an LLC operating agreement
- Best practices for drafting provisions that modify or limit statutory or common law duties
- Best practices for drafting exculpatory, limitation of liability, and indemnification clauses
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