What is the default fiduciary duty owed by LLC managers in Delaware unless the operating agreement provides otherwise?

• A. Loyalty and care
• B. Only loyalty
• C. Duty of due diligence
• D. No duties

Answer: (A)

Delaware LLC managers by default owe two fiduciary duties: loyalty and care. The duty of loyalty requires them to act in the LLC’s best interests, avoiding self-dealing, conflicts of interest, and opportunities that belong to the LLC. The duty of care requires them to act with the level of prudence and diligence a reasonably careful person would use in similar circumstances, making informed decisions and seeking appropriate information. This combination sets the standard unless the operating agreement contractually changes it. The other options don’t fit because there isn’t a single “duty of due diligence,” and eliminating all duties or restricting them to only loyalty would ignore the recognized dual obligations.