Atlas Resource Partners (fka ARPJQ)

[StockItOut]

They are saying LLC Contract supercedes State Law.
(the judge approved this?)

http://archive.fast-edgar.com//20160908/AL2ZF22JZ22R2JZ2222M2ZXKDIQCZZ22X882/

The following is a summary of:

• the default fiduciary duties under the Delaware Act; and

• the standards contained in the LLC Agreement that replace the default fiduciary duties. .

State law fiduciary duty standards:
Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in a limited liability company agreement providing otherwise, would generally require a manager of a Delaware limited liability company to act for the company in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in a limited liability company agreement providing otherwise, would generally prohibit the manager of a Delaware limited liability company from taking any action or engaging in any transaction where a conflict of interest is present.

The Delaware Act generally provides that a limited liability company member may institute legal action on behalf of the company to recover damages from a third party where the company (through its managers) has refused to institute the action or where an effort to cause the company to do so is not likely to succeed. These actions include actions against a manager for breach of its fiduciary duties or of the limited liability company agreement. In addition, the statutory or case law of some jurisdictions may permit a member to institute legal action on behalf of itself and all other similarly situated member to recover damages from a manager for violations of its fiduciary duties to the members.


LLC Agreement modified standards:
The LLC Agreement has eliminated any default fiduciary standards owed to the Company or its shareholders. Instead, directors and officers are accountable to the Company and its shareholders pursuant to the contractual standards set forth in the LLC Agreement, which requires that, when the directors or officers are acting in their capacity as officers or directors, as opposed to in their individual capacity, they must act in “good faith,” meaning that they believed that the decision was not adverse to the Company’s interests. These contractual standards reduce the obligations to which directors or officers would otherwise be h