§ 8849.2. Standards of conduct for managers
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017
Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part III. Partnerships and Limited Liability Companies (Refs & Annos)
Chapter 88. Limited Liability Companies (Refs & Annos)
Subchapter D. Relations of Members to Each Other and to Limited Liability Company
Effective: February 21, 2017
15 Pa.C.S.A. § 8849.2
Formerly cited as PA ST 15 Pa.C.S.A. § 8946; PA ST 15 Pa.C.S.A. § 8947
§ 8849.2. Standards of conduct for managers
(e) Ratification of breach of duty of loyalty.--All the members, or a majority of disinterested managers, of a manager-managed limited liability company may authorize or ratify, after disclosure of all material facts, a specific act or transaction by a manager that otherwise would violate the duty of loyalty.
(g) Manager's rights in approved transaction.--If a manager enters into a transaction with the limited liability company which otherwise would be prohibited by subsection (b)(2), and the transaction is approved or ratified as provided by subsection (e) or the operating agreement, the manager's rights and obligations arising from the transaction are the same as those of a person that is not a manager.
(h) Exoneration.--The operating agreement may provide that a manager in a manager-managed limited liability company shall not be personally liable for monetary damages to the company or the members for a breach of subsection (c), except that a manager may not be exonerated for an act that constitutes recklessness, willful misconduct or a knowing violation of law.
Credits
2016, Nov. 21, P.L. 1328, No. 170, § 29, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 8849.2, PA ST 15 Pa.C.S.A. § 8849.2
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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