On January 27, 2012, the Delaware Chancery Court (Chancellor Strine) issued what one commentator has called a magnum opus in the case of Auriga Capital Corp. v. Gatz Properties LLC. This 75-page opinion explains how fiduciary duties are owed by a manager to a LLCs members absent an expressed limitation or elimination in the operating agreement.
For Iowa LLCs the take away is to be aware of the default statutory fiduciary duties In Iowa Code Section 489.409 and the ability to limit or eliminate these duties per Section 489.110 (but only if such limitations or eliminations are not “manifestly unreasonable”, whatever that might be found to mean). Delaware does not have default statutory fiduciary duties, relying on the common law instead.
-Marc Ward
It is very good move from the court. Lets wait and watch for future outcome.
Posted by: Agreement Templates | February 08, 2012 at 10:53 PM