21-138 Standards of conduct for members and managers. - Nebraska Statutes

21-138. Standards of conduct for members andmanagers.(ULLCA409) (a) A member of a member-managed limited liability company owes to thecompany and, subject to subsection (b) of section 21-164, the other membersthe fiduciary duties of loyalty and care stated in subsections (b) and (c)of this section. (b) The duty of loyaltyof a member in a member-managed limited liability company includes the duties:(1) to account to thecompany and to hold as trustee for it any property, profit, or benefit derivedby the member:(A)in the conduct or winding up of the company's activities;(B) from a use by themember of the company's property; or(C) from the appropriation of a limited liabilitycompany opportunity;(2)to refrain from dealing with the company in the conduct or winding up of thecompany's activities as or on behalf of a person having an interest adverseto the company; and(3)to refrain from competing with the company in the conduct of the company'sactivities before the dissolution of the company.(c) Subject to the business judgmentrule, the duty of care of a member of a member-managed limited liability companyin the conduct and winding up of the company's activities is to act with thecare that a person in a like position would reasonably exercise under similarcircumstances and in a manner the member reasonably believes to be in thebest interests of the company. In discharging this duty, a member may relyin good faith upon opinions, reports, statements, or other information providedby another person that the member reasonably believes is a competent and reliablesource for the information.(d) A member in a member-managed limited liabilitycompany or a manager-managed limited liability company shall discharge theduties under the Nebraska Uniform Limited Liability Company Act or under theoperating agreement and exercise any rights consistently with the contractualobligation 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 thetransaction was fair to the limited liability company.(f) All of the membersof a member-managed limited liability company or a manager-managed limitedliability company may authorize or ratify, after full disclosure of all materialfacts, a specific act or transaction that otherwise would violate the dutyof 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 notthe members.(2)The duty stated under subdivision (b)(3) of this section continues until windingup is completed.(3)Subsection (d) of this section applies to the members and managers.(4) Subsection (f) ofthis section applies only to the members.(5) A member does not have any fiduciary duty to thecompany or to any other member solely by reason of being a member. SourceLaws 2010, LB888, § 38.Operative Date: January 1, 2011