Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
It is typical for an investor that becomes a member of a manager-managed limited liability company (the "LLC") to desire and bargain for a right to designate one or more persons to be managers of the LLC. This is particularly the case when the member is a professional investor, like a private equity or venture capital firm. Such an investor often designates a manager to represent it on the LLC's board of managers for two principal purposes:
The election or appointment of such a representative manager usually is a condition to the designating member's investment in the LLC and is agreed to by the LLC's other members.
Nevertheless, unless properly documented as part of the LLC's operating or company agreement (the "LLC Agreement"), the designating member may not achieve, or achieve to the extent desired, the principal purposes of having a representative manager. The fiduciary duties imposed by Delaware or Texas law on the representative manager, and the corresponding potential liability of that manager for any violation of those duties, may impede the ability of the representative manager to act as intended by the designating member. (The issues addressed in these posts may well arise under other states' laws, but these posts address only Delaware and Texas law).
In succeeding posts, I will suggest some provisions that might be included in the LLC Agreement to enable the representative manager to represent the designating member to the full extent contemplated - i.e., to achieve the principal purposes of the representative-manager arrangement. The next post will describe the background, including the fiduciary duties imposed by law on the representative manager.
[*] I acknowledge, and express my appreciation for, the review and valuable comments on this series of posts by certain other members of the Gardere Private Equity Team: Larry Glasgow, Larry Goldstein, Robert Sarfatis, and Richard Waggoner.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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