The Delaware legislature has amended Section 18-1104 of the Delaware Limited Liability Company Act (the "Act") to resolve an ambiguity as to whether fiduciary duties apply to the manager of a Delaware limited liability company where the operating agreement is silent as to such duties. Prior to a Delaware Supreme Court decision issued in the fall of 2012, the prevailing view under Delaware law was that the manager of a Delaware limited liability company owed fiduciary duties to the members and the company absent contrary provisions in the operating agreement. The Delaware Supreme Court's decision, however, declared that whether the Act imposes fiduciary duties upon a manager is an open question. The Delaware legislature resolved the uncertainty by amending Section 18-1104 of the Act to provide that fiduciary duties govern the internal affairs of a Delaware limited liability company unless otherwise provided for in the operating agreement.
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Delaware legislature resolves fiduciary duty ambiguity
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