§ 21-138 — Standards of conduct for members and managers

(RULLCA
409) (a) A member of a member-managed limited liability company owes to the
company and, subject to subsection (b) of section 21-164 , the other members
the fiduciary duties of loyalty and care stated in subsections (b) and (c)
of this section.
(b) The duty of loyalty
of a member in a member-managed limited liability company includes the duties:
(1) to account to the
company and to hold as trustee for it any property, profit, or benefit derived
by the member:
(A)
in the conduct or winding up of the company's activities;
(B) from a use by the
member of the company's property; or
(C) from the appropriation of a limited liability
company opportunity;
(2)
to refrain from dealing with the company in the conduct or winding up of the
company's activities as or on behalf of a person having an interest adverse
to the company; and
(3)
to refrain from competing with the company in the conduct of the company's
activities before the dissolution of the company.
(c) Subject to the business judgment
rule, the duty of care of a member of a member-managed limited liability company
in the conduct and winding up of the company's activities is to act with the
care that a person in a like position would reasonably exercise under similar
circumstances and in a manner the member reasonably believes to be in the
best interests of the company. In discharging this duty, a member may rely
in good faith upon opinions, reports, statements, or other information provided
by another person that the member reasonably believes is a competent and reliable
source for the information.
(d) A member in a member-managed limited liability
company or a manager-managed limited liability company shall discharge the
duties under the Nebraska Uniform Limited Liability Company Act or under the
operating agreement and exercise any rights consistently with the contractual
obligation of good faith and fair dealing.
(e) It is a defense to a claim under subdivision (b)(2)
of this section and any comparable claim in equity or at common law that the
transaction was fair to the limited liability company.
(f) All of the members
of a member-managed limited liability company or a manager-managed limited
liability company may authorize or ratify, after full disclosure of all material
facts, a specific act or transaction that otherwise would violate the duty
of loyalty.
(g)
In a manager-managed limited liability company, the following rules apply:
(1) Subsections (a),
(b), (c), and (e) of this section apply to the manager or managers and not
the members.
(2)
The duty stated under subdivision (b)(3) of this section continues until winding
up is completed.
(3)
Subsection (d) of this section applies to the members and managers.
(4) Subsection (f) of
this section applies only to the members.
(5) A member does not have any fiduciary duty to the
company or to any other member solely by reason of being a member.

Legislative History

Source: Laws 2010, LB888, § 38.