LLC Operating Agreement Can Eliminate Fiduciary Duties

The Delaware Court of Chancery dismissed a minority LLC members' lawsuit challenging a conflicted merger. The court noted the LLC agreement permitted amendments limiting minority rights, like tag-along rights, approved by a majority. It found no gap to invoke the implied covenant of good faith because the agreement explicitly removed fiduciary duties. Therefore, the plaintiffs couldn't establish a valid claim.

WHY THIS IS IMPORTANT... Delaware's strict contract interpretation allows LLC owners to agree that no fiduciary duty exists among them. Other states may differ, but domiciling in Delaware permits this.