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A waiver of notice is a written acknowledgment from people eligible to attend a company meeting stating that they are giving up their right to receive formal notice of the meeting.
As a limited exception, Delaware corporations can waive certain fiduciary duties with a ?corporate opportunity waiver.? A company can accomplish such action by referencing Section 122(17) of the Delaware Corporation Law in its certificate of incorporation.
Delaware Supreme Court precedent holds that officers owe the same fiduciary duties as directors. As an agent of the corporation, an officer has a duty to use reasonable efforts to provide the board (the principal) with material information relevant to the business.
Delaware law requires that every corporation must hold an initial shareholder meeting. The main business of the initial meeting is to elect a Board of Directors and approve the bylaws.
The court found that LLC managers are bound by fiduciary duties unless these are restricted or eliminated explicitly in the agreement.
No specific length of notice is required but reasonable notice should be given. For some companies one week may be reasonable for others it may be shorter. The notice given to each director does not need to be in writing but must include the following: the proposed date and time of the meeting.
Certain states allow waivers or limitations of fiduciary duties by contract. Other states prohibit the waiver of any fiduciary duty. Companies, corporations, and their owners (whether shareholders of members), must be aware of such state-specific limitations and draft and corporate documents to meet their needs.
Delaware law provides parties with significant flexibility to restrict or eliminate fiduciary duties in LLC agreements. Sophisticated parties regularly take advantage of this flexibility by eliminating fiduciary duties of members and directors of LLCs.