This blog, written by Thomas E. Rutledge, focuses primarily on business entity law in Kentucky. Postings on contract law, contractual and statutory construction, and the entity law of other jurisdictions appear as well. There may as well be some random discussions of classical, medieval and renaissance history.
Saturday, October 18, 2014
The 2014 LLC Institute
I need to post a thanks to all the
speakers who spent so much time and energy on their respective presentations,
all of which have added up to make the 2014 LLC Institute such a success.
By way of example of the excellent
programs, Thursday morning there was a program on USACafes, collectively atrio of 1991 Chancery decisions by then Chancellor Allen. Why are we
talking about a 1991 decision? Because it has application in numerous
situations in modern structures, including when an LLC is organized with a
corporation or another business entity as the manager.
A review of the facts of the case was
presented by Professor Doug Moll. John Small, who had been counsel in the cases,
provided an “inside baseball” review of the facts and circumstances. Professor Colin
Marks reported on the approach is he taking in a forthcoming article in
assessing and applying USACafes in
Delaware and other jurisdictions, including its rejection in Illinois.Professor Michelle Harner addressed the means
by which some have sought to address the two-hat problem by clarifying to whom
the fiduciary duty is in multi-tier situations.
I think everyone who attended the
program (and Iknow I will be ) will be
giving additional thought to the fiduciary duty and indemnification/advancement
provisions of operating agreements.