Articles Tagged with Fiduciary Duty Waiver

Key Takeaways:

• Delaware lets LLC members contract away fiduciary duties almost entirely — 6 Del. C. § 18-1101(c) permits an LLC agreement to expand, restrict, or eliminate them — which makes the waiver provision the single most consequential clause in a Delaware operating agreement.
• The waiver power has a floor that cannot be drafted away: § 18-1101(e) preserves liability for bad-faith violation of the implied covenant of good faith and fair dealing.