Director and Officer Liability



  • Available Until 12/23/2021
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 04282020
  • MCLE Credits 1 hour(s)

Course Price: $75.00


Statutory and common law impose certain fiduciary duties – of care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and, in certain instances, 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 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 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
  • Corporate and organizational opportunity doctrines in closely held companies