Operating Agreement’s Permission to Compete May Not Be Enough to Avoid Implied Covenants

$95.00

CLE credits earned: 1 General Credit (WA 1 Law and Legal)

In order to accommodate potential changes in the law that might come into effect during the life of an organization, owners may insert certain language into operating agreements that permit such changes to automatically take place. Such changes could be as dramatic as limiting and/or potentially eliminating certain fiduciary duties by and among members and managers. Notwithstanding an LLC’s members agreeing to incorporate such statutory changes automatically, a court may nonetheless look at various implied covenants within the original operating agreement to determine whether changes to the agreement nonetheless violate implied covenants of good faith and fair dealing among the members and managers. Such implied covenants may upend the parties’ otherwise express agreement. We will address one such situation and possible language that could have been included to avoid this unfortunate outcome.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

• The fiduciary duties that typically exist among member and managers of an LLC, both among each other and to the LLC
• How certain language within an Operating Agreement may automatically amend the agreement if the statutory condition for such an amendment is satisfied
• Reconciling the express language of the altered Operating Agreement with implied covenants that existed at the time of the agreement’s execution
• Language that could be included in an Operating Agreement to further preclude the enforcement of an implied covenant following an automatic amendment

Date / Time: October 29, 2020

•   2:00 pm – 3:00 pm Eastern
•   1:00 pm – 2:00 pm Central
•   12:00 pm – 1:00 pm Mountain
•   11:00 am – 12:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 24 hours after the original recording date and are view-able for up to one year.

Select your state to see if this class is approved for CLE credit.

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Original Broadcast Date: October 29, 2020

Phil Mohr | Womble Bond Dickinson

Mr. Mohr. is a trial lawyer. Although he will search for creative legal and business solutions for his clients, his more than two decades of trial experience for both publicly traded and privately held companies in state and federal courts throughout the country have taught him that some cases simply have to be tried to verdict.

Representing companies that have both been wronged and accused of wrongdoing, Phil has honed his trial skills in cases involving complex business litigation (including fraudulent transfer and equitable subordination cases in the Delaware bankruptcy courts), commercial torts (including unfair trade practices, fraud and misappropriation of trade secrets), and shareholder derivative suits. Phil has particular experience guiding clients through the North Carolina Business Court and is the author of North Carolina Business Court Report, an online resource in which Phil shares his insights and knowledge of the Court and explains how recent court decisions may impact companies doing business in North Carolina.

Employing a strong work ethic and a comprehensive knowledge of his client’s business and industry—all while keeping legal costs in check—Phil’s clients have achieved successful results at every stage of litigation from verdicts to favorable pre-trial resolutions (when appropriate).
 
 

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I. The fiduciary duties that typically exist among member and managers of an LLC, both among each other and to the LLC. 2:00-2:15
II. How certain language within an Operating Agreement may automatically amend the agreement if the statutory condition for such an amendment is satisfied. 2:15-2:30
III. Reconciling the express language of the altered Operating Agreement with implied covenants that existed at the time of the agreement’s execution. 2:30-2:45
IV. Language that could be included in an Operating Agreement to further preclude the enforcement of an implied covenant following an automatic amendment. 2:45-3:00