Product Details
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 on 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 will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.
-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
-What duties may be modified or eliminated - and which may not
-How the corporate and organizational opportunity doctrines work in closely held companies
About the Speakers
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. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.
James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.
Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour.
This seminar is an Intermediate level program.
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2020, please use this course code: 201781ADT
Note: When submitting your compliance reports to the SC Commission on CLE and Specialization, if you completed this in 2021, please use this course code: 213134ADT
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