Saturday, October 18, 2014

The 2014 LLC Institute

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 a  trio 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 I  know I will be ) will be giving additional thought to the fiduciary duty and indemnification/advancement provisions of operating agreements.


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