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“Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause

By Franklin C. McRoberts on June 7, 2021

Posted in LLCs

In this week’s New York Business Divorce, we consider a recent appellate decision addressing the effectiveness of LLC operating agreement “exculpatory” clauses to shield the company’s managers or members from personal liability for misconduct. With the latest decision, the roster of New York appeals court cases to consider this important legal issue grows from a trio to a quartet.
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The Common-Law Tort of Breach of Fiduciary Duty: The Total Package

By Franklin C. McRoberts on July 6, 2020

Posted in Attorney's Fees, LLCs, Operating Agreement

In this week’s New York Business Divorce, read about the exceedingly versatile cause of action of breach of fiduciary duty and the many remedies courts may award upon a finding of breach. This week’s post focuses on two remedies in particular: disgorgement of profits obtained through self-dealing, and recovery of attorneys’ fees when pled derivatively.
Continue Reading The Common-Law Tort of Breach of Fiduciary Duty: The Total Package