Fiduciary Duty, LLC Agreements, Business Litigation

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

Morris James LLP on 5/27/2025

Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

Business Court of Texas Rebuffs Member’s Duty Claim, Reaffirms Freedom of Contract in LLC Agreement

Jackson Walker on 5/22/2025

A recent opinion from the Business Court of Texas, Eighth Division (Fort Worth), provides a crisp reminder that an LLC’s company agreement can all but eliminate fiduciary duties among its members and managers. In Tall v....more

Avoiding the Pitfalls of Assigning an Interest in an LLC

Bradley Arant Boult Cummings LLP on 3/8/2022

One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

Stinson - Corporate & Securities Law Blog on 3/4/2020

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al. The dispute was among members of a Delaware limited liability company, Skye Mineral...more

Court Of Chancery Explains Limitation On Fiduciary Duty Claims

Morris James LLP on 2/7/2017

This decision explains how a provision in an LLC agreement waiving fiduciary duties is to be applied in the context of conflicted transactions. It is a good summary of Delaware law on that issue. ...more

Court Of Chancery Clarifies Personal Jurisdiction Over LLC Managers

Morris James LLP on 12/12/2016

The Delaware LLC Act provides for personal jurisdiction in Delaware over those who manage a Delaware LLC—i.e., those who are named as managers in the LLC agreement, and those who participate materially in the LLC’s...more