Continuing Legal Education

TELESEMINAR: Understanding and Modifying Fiduciary Duties in LLCs – A National Perspective

September 23, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


LLCs are unique among business entities in that members have almost complete authority to alter by contract the express and implied fiduciary duties to which managers and others are subject. Duties of loyalty, care, good faith and fair dealing and others can be reduced or, in many instances, eliminated by clear and ambiguous agreement of the parties. There are many motivations for wanting to do so, including where a member wants to branch out and start a business related to the business of the LLC or the vehicle is used only for financing another business. But these modifications of core duties can also be highly problematic – giving rise to abuse or unintended consequences. This program will provide you with a real-world guide to express and implied fiduciary duties in LLCs, how and why they may be modified, and the practical risks of doing so.


  • Contractual modification of fiduciary duties in LLCs
  • Understanding express and implied fiduciary duties in LLCs – statute, case law, agreement
  • How fiduciary duties can be modified or even eliminated by agreement in many circumstances
  • Motivations for modifications – competing business, uncertain application, risk of litigation, finance, and more
  • Effective drafting to modify fiduciary duties in new and existing LLCs
  • Counseling clients about the substantial risks of reducing duties


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Program Speaker:
Frank Ciatto,
Venable, LLP, Washington, D.C. 


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, corporate finance transactions and related antitrust matters.  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.