Director and Officer Liability: What are the Tripwires
Total Credits: 1 including 1 CLE
- Average Rating:
- Not yet rated
- Categories:
- Business Law
- Faculty:
- Frank Ciatto
- Original Program Date:
- Sep 30, 2024
- License:
- Never Expires.
Description
Statutory and common law impose certain fiduciary duties—care, diligence, good faith, and fair dealing—on directors and managers of corporate entities, managers of LLCs, and in certain instances members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program provides you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the possible consequences.
Schedule:
• Fiduciary duties in closely held corporations and LLCs• Corporate fiduciary duties and standards of review—duty of loyalty and duty of care
• Conflicts of interest and self-dealing issues in closely held corporations
• Fiduciary duties in LLCs—standards set by contract and by law
• Which duties may be modified or eliminated—and which may not
• How the corporate and organizational opportunity doctrines work in closely held companies.
Handouts
Handout 1 (450.7 KB) | 27 Pages | Available after Purchase |
Faculty
Frank Ciatto Related Seminars and Products
Venable, LLP
Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.