“Modifying and Eliminating Fiduciary Duties in Alternative Entities – How Far Can You Go”, PLI One-Hour Briefing

Alternatives to the traditional corporate form, such as limited liability companies and limited partnerships, may appeal to investors for a variety of reasons. One reason is the flexibility of these entities. In this One-Hour Briefing, we will discuss one aspect of this flexibility: the ability to contractually eliminate or modify fiduciary duties. We will also focus on the Delaware perspective, and will consider the scope of a manager’s fiduciary duties and whether there are limits to what the parties can do to eliminate or modify those duties. Our discussion will cover recent legislation, case law, and scholarship related to fiduciary duties in alternative entities. Finally, the Briefing will compare Delaware’s current approach to fiduciary duties with the approaches taken by other states, including California, New York and Texas.