Both Laws: There are certain fiduciary duties on members (owners), managers (officers), governors (directors), and even employees, including the duty of loyalty and care and good faith and fair dealing. These duties may be limited in a member control agreement or operating agreement.
New 322C law: The New LLC law allows for these duties to be much more limited, particularly the duty of loyalty. This allows for more self interest and self dealing than before and for individuals to pursue business opportunities that were once owned exclusively by the company.
Issues to Consider: Consider the scope and limitations of these duties that you want imposed or lifted on the members, managers, governors, and employees. Then we review and ensure that your agreements reflect that and that you can impose or enforce that upon the applicable individuals.
Ronan R. Blaschko, Bankruptcy Attorney primarily serves the Dakota County, Ramsey County, Hennepin County, Washington County and Scott County areas in Minnesota, including cities Saint Paul, West St. Paul, Inver Grove Heights, Eagan, Apple Valley, Burnsville, Cottage Grove, Mendota Heights, Minnetonka, Richfield, Edina, Eden Prairie, Bloomington, Golden Valley, New Hope, Plymouth, Maplewood, Oakdale, Stillwater, Lake Elmo, Roseville, Little Canada, Minneapolis, Woodbury and Afton in in Minnesota.