Category Archives: Fiduciary Duty
What Fiduciary Duty of Loyalty Does a Manager or Member Owe an LLC?
The Fiduciary Duty of Loyalty and Managers/Members of an LLC Under the Florida Revised LLC Act, each manager of a manager-managed LLC and member of a member-managed LLC owes a fiduciary duty of loyalty to the LLC and its members. See Fla. Stat. 605.04091(1). The Fiduciary Duty of Loyalty The fiduciary duty of loyalty… Read More »
The Myth of the Closely-Held Corporation
Florida Law: Closely-Held Corporations A closely-held corporation, also called a close corporation, is generally defined as a corporation in which the stock is not freely traded and is held by only a handful of shareholders. While this term has been used frequently by Florida courts to describe small, family-held corporations (a single search on… Read More »
When Is an LLC Manager Personally Liable for an Improper Distribution?
Under the Florida Revised Limited Liability Company Act (“Revised Act”), a manager or member’s (“manager”) consent to an improper distribution may have serious consequences. Indeed, a manager can be personally liable for consenting to an improper distribution when two elements exist. First, the LLC must be insolvent. Second, the manager must have breached his or her… Read More »
Are “Conspiracy Theories” Viable in Civil Cases?
We’re all familiar with the phrase “conspiracy theory” from the movies and John Grisham novels. We also know that such theories are commonly used in federal and state criminal courts to allege a host of jointly committed crimes. But do conspiracy theories apply in civil cases? Yes, in fact, a specific cause of action for civil… Read More »