Restricted Access
Reason: Access restricted by the author. A copy can be requested for private research and study by contacting your institution's library service. This copy cannot be republished
The theory of mandatory core duties
thesis
posted on 2017-01-10, 05:29 authored by Miller, Sandra K.This dissertation argues for mandatory fiduciary duties grounded in statute applicable to the American limited liability company. The recommended approach prohibits the contractual elimination of fiduciary duties including the duty of loyalty to act in the LLC’s best interests and the duty of care to exercise reasonable care, subject to the business judgment rule, in the management of the LLC. Additionally, the recommended Theory of Mandatory Core Duties would prohibit the LLC operating agreement from displacing those equitable remedies that may be necessary to prevent a controlling member from engaging in unfairly prejudicial conduct – the hallmarks of which typically include the deprivation of financial benefits and/or managerial rights without an offer of fair compensation for the interest. The recommended approach departs substantially from the Delaware provisions that permit the complete elimination of fiduciary duties other than the implied contractual covenant of good faith and fair dealing as well as the indemnification for all claims and demands whatsoever. [Author edited abstract].
History
Campus location
AustraliaPrincipal supervisor
Paul von NessonYear of Award
2009Department, School or Centre
Business Law and TaxationCourse
Doctor of PhilosophyDegree Type
DOCTORATEFaculty
Faculty of Business and EconomicsUsage metrics
Categories
No categories selectedKeywords
Licence
Exports
RefWorks
BibTeX
Ref. manager
Endnote
DataCite
NLM
DC