Bar Exam (Next Generation) Quiz: Fiduciary Duties Of Limited Liability Company Members And Managers
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Fiduciary Duties Of Limited Liability Company Members And ManagersQuestion 1 of 11

Juniper LLC's operating agreement, signed by all members and managers, contains this sentence: 'No member or manager shall have any fiduciary duty to Juniper or to any other member or manager, and none of the duties of loyalty or care shall apply.' A manager later caused Juniper to enter a contract from which she personally profited without disclosure.

Under the applicable LLC law, how should a court rule if the manager's conduct is challenged?

The waiver is enforceable because an LLC operating agreement is a contract and competent parties may define fiduciary obligations as they choose.
The waiver is unenforceable because the applicable LLC act does not permit elimination of the fiduciary duties of loyalty or care.
The waiver is enforceable as to the duty of loyalty but not the duty of care, because care cannot be waived.
The waiver is unenforceable as to third parties but enforceable between the contracting members and managers because all consented.
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Bar Exam (Next Generation) Quiz

Bar Exam (Next Generation) Quiz: Fiduciary Duties Of Limited Liability Company Members And Managers

Practice Fiduciary Duties Of Limited Liability Company Members And Managers in Bar Exam (Next Generation) with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

What this quiz covers

This quiz focuses on Fiduciary Duties Of Limited Liability Company Members And Managers, giving you a quick way to practice the rules, question types, and explanations that matter most for Bar Exam (Next Generation).

How to use this quiz

Try each quiz question before looking at the correct answer. Use the explanations to review missed ideas, then come back to similar questions until the pattern feels familiar.

All questions

Question 1

Juniper LLC's operating agreement, signed by all members and managers, contains this sentence: 'No member or manager shall have any fiduciary duty to Juniper or to any other member or manager, and none of the duties of loyalty or care shall apply.' A manager later caused Juniper to enter a contract from which she personally profited without disclosure.

Under the applicable LLC law, how should a court rule if the manager's conduct is challenged?

  1. The waiver is enforceable because an LLC operating agreement is a contract and competent parties may define fiduciary obligations as they choose.
  2. The waiver is unenforceable because the applicable LLC act does not permit elimination of the fiduciary duties of loyalty or care. (correct answer)
  3. The waiver is enforceable as to the duty of loyalty but not the duty of care, because care cannot be waived.
  4. The waiver is unenforceable as to third parties but enforceable between the contracting members and managers because all consented.
Explanation: Whenever you see an LLC operating agreement attempting to waive fiduciary duties, the key is to recognize that state LLC acts draw a line between contractual freedom and mandatory statutory protections. The agreement governs internal affairs, but it cannot eliminate certain core duties. Here, the operating agreement states that no member or manager has any fiduciary duty and that the duties of loyalty and care do not apply. Under the applicable LLC law, that waiver is unenforceable. The statute allows the operating agreement to refine, define, or set standards for fiduciary duties, but it does not permit their complete elimination. Because the manager profited personally without disclosure, a court should disregard the waiver and judge her conduct under the default fiduciary standards. The choice claiming the waiver is enforceable simply because the operating agreement is a contract overstates freedom of contract: competent parties cannot use an agreement to override mandatory statutory prohibitions. The choice saying the waiver is enforceable as to the duty of loyalty but not care gets the statute backwards — both duties are protected from elimination, even though some statutes might treat exculpation for care differently. Finally, the choice saying the waiver is unenforceable only against third parties but enforceable between the members is wrong because the manager's fiduciary duty runs to the company and its members, and mutual consent cannot validate an impermissible elimination of those duties. Study tip: distinguish "limiting or defining" a fiduciary duty, which LLC acts generally permit, from "eliminating" it, which they generally forbid.

Question 2

Everest LLC, manager-managed, is negotiating a long-term supply contract. Its manager, Alex, receives a due-diligence report showing that the supplier has lost its two largest customers and faces a liquidity crisis. Alex, preoccupied with another deal, does not readthe report or investigate. He recommends that Everest sign a ten-year contract with no termination clause, and Everest does. The supplier files for bankruptcy six months later, and Everest suffers large losses. Members sue Alex for breach of duty of care.

Under the applicable LLC law, what is Alex's likely liability?

  1. Alex is not liable because the duty of care only requires a manager to act in subjective good faith.
  2. Alex is not liable because managing an LLC involves business judgment and a manager is not liable for negligent mistakes.
  3. Alex is liable because he was grossly negligent by deliberately ignoring known red flags in a decision with foreseeable large losses. (correct answer)
  4. Alex is liable because he breached a duty of ordinary care when he failed to readthe due-diligence report.
Explanation: When you see a manager-facing duty-of-care claim, remember that LLC managers are not insurers of good outcomes. The business judgment rule protects managers who make informed, rational decisions, even if those decisions turn out poorly. But that protection has a limit: gross negligence or intentional misconduct strips it away. Here, Alex received a due-diligence report flagging the supplier's lost customers and liquidity crisis. He chose not to read it or investigate, then recommended a ten-year contract with no termination clause. That is not an ordinary mistake—it is a deliberate disregard of known red flags with a foreseeable risk of large losses. Under applicable LLC law, a manager's duty of care is measured by gross negligence, not ordinary care, so Alex is liable because he was grossly negligent. The choice saying Alex is not liable because duty of care only requires subjective good faith is wrong: good faith is necessary, but it does not excuse a failure to make an informed decision. The choice saying he is not liable for negligent mistakes is also wrong: the business judgment rule does shield ordinary negligence, but Alex's conduct crossed into gross negligence. Finally, the choice saying he breached a duty of ordinary care by failing to read the report is tempting but incorrect—imposing ordinary-care liability would make managers liable for simple negligence, which LLC law generally rejects. The correct standard is gross negligence, and that is exactly what his conscious inattention shows. Study tip: when a manager ignores information they know exists, think "gross negligence" rather than "ordinary negligence." Look for words like "deliberately," "willfully," or "recklessly" to identify the crossing line.

Question 3

Omni Realty LLC, a member-managed LLC, has this provision in its operating agreement: 'A member may engage in any other real estate business, including acquiring, owning, or operating real estate similar to Omni's, if the member does not use Omni's funds, property, or confidential information.' Mala, a member, uses her own savings to buy an apartment building two blocks from an Omni property, and solicits tenants for it. No Omni resources are used.

Under the applicable LLC law, did Mala violate her fiduciary duty of loyalty?

  1. Yes, because she is competing with Omni, and the operating agreement may not authorize a member to compete with the LLC.
  2. Yes, because her conduct was not authorized by a majority of disinterested members after full disclosure.
  3. No, because the operating agreement validly identifies a category of activity that does not violate the duty of loyalty, and Mala's conduct falls within it. (correct answer)
  4. No, because a member owes no duty to refrain from competing with an LLC unless the operating agreement says otherwise.
Explanation: When you see a question about fiduciary duties in an LLC, your first move should be to check the operating agreement—because LLC law gives members broad freedom to shape duties by contract. The duty of loyalty normally prohibits competing with the LLC, but the operating agreement can carve out permissible activities. Here, the agreement explicitly allows a member to engage in other real estate business as long as they don't use Omni's funds, property, or confidential information. Mala used her own savings and no Omni resources, so her conduct falls squarely within that exception. That's why the answer is "No" because the agreement validly identifies a category of activity that does not violate the duty of loyalty. The other choices miss the mark. Saying "Yes, because she is competing" ignores that the operating agreement can authorize competition—it's not automatically forbidden. Saying "Yes, because not authorized by a majority of disinterested members" confuses this with self-dealing transactions; here, the agreement already provides authorization, so no further approval is needed. And saying "No, because a member owes no duty to refrain from competing" is wrong: the default duty of loyalty does include a duty not to compete unless the agreement says otherwise. The agreement is what saves Mala, not a nonexistent default rule. Study tip: Always read the operating agreement first in LLC fiduciary questions—it can override default duties, but watch for limits (like requiring disinterested-member consent for self-dealing).

Question 4

Sunset LLC has begun winding up its affairs. Mei, Sunset's manager, causes Sunset to sell its restaurant equipment to Mei personally at the $50,000 appraised value. She does not inform the other members or solicit other bids, despite knowing a competitor had recently offered $70,000 for similar equipment. Mei later resells the equipment for $75,000. The operating agreement is silent about winding-up transactions.

Under the applicable LLC law, did Mei breach a fiduciary duty to Sunset?

  1. Yes, because during winding up Mei still owed the duty of loyalty, and the self-dealing sale was not authorized by full disclosure or disinterested approval. (correct answer)
  2. Yes, because a manager may not buy any LLC asset during winding up without court approval.
  3. No, because after dissolution begins a manager is no longer a fiduciary except as required by the operating agreement.
  4. No, because Sunset received fair market value as shown by the appraisal, and Mei used her own funds, not Sunset's, to buy the equipment.
Explanation: Whenever you see a manager or member transacting with their own LLC, especially during winding up, your first instinct should be to scrutinize the duty of loyalty. Dissolution does not extinguish fiduciary duties; they persist as long as the LLC is winding up its affairs. Here, Mei, as manager, owed the duty of loyalty to Sunset. Her self-dealing sale—purchasing the equipment personally—is a classic conflict of interest. To be valid, such a transaction must be authorized by full disclosure and disinterested member approval, or it must be entirely fair to the LLC. Mei did neither: she kept the other members in the dark and failed to solicit bids, despite knowing of a competing $70,000 offer for similar equipment. The $50,000 appraisal doesn't cure this because the duty of loyalty requires fair dealing and full disclosure, not just a fair price. Thus, she breached her duty. Now consider the other choices. The suggestion that court approval is required is incorrect; court approval is a remedy after a breach, not a precondition for a manager to buy an asset. The claim that a manager is no longer a fiduciary after dissolution is false—the duty of care and loyalty continue through winding up. Finally, relying on the fair market value appraisal and the fact that Mei used her own funds misses the point; the core issue is the undisclosed conflict of interest, not the source of funds or the exact price. Study tip: On the bar exam, any self-dealing transaction by a fiduciary is presumed problematic. The manager carries the burden to prove full disclosure and fairness. If you see a manager buying from the LLC without a disinterested vote or full disclosure, the answer is almost certainly a breach.

Question 5

Vista LLC, manager-managed, has three members: Priya, Quinn, and Raj. Priya and Quinn are the managers. Raj is a non-manager member who does not participate in management. While visiting his brother, Raj learned that a company was looking for a tenant for warehouse space. He formed his own company and signed a lease for the space, planning to operate a storage business. Vista had earlier explored leasing the same space, but Raj acted without using Vista's funds or confidential information. The operating agreement is silent as to member duties.

Under the applicable LLC law, does Raj owe Vista a fiduciary duty that he breached?

  1. Yes, because all members of an LLC, regardless of management structure, owe fiduciary duties of loyalty and care to the LLC and each other member.
  2. No, because in a manager-managed LLC a non-manager member who does not exercise managerial authority ordinarily owes no fiduciary duty by reason of being a member. (correct answer)
  3. Yes, because Raj took a business opportunity in which Vista had expressed an interest, even though he was not a manager.
  4. No, because a member is never liable for taking an opportunity for himself unless he used LLC property or confidential information.
Explanation: Whenever you see an LLC fiduciary-duty question, first identify the management structure and whether the member actually exercised managerial authority. In a manager-managed LLC, the statutory default is that only managers owe fiduciary duties of loyalty and care; non-manager members do not, simply by being members. Here, Vista is manager-managed, Raj is a non-manager member who does not participate in management, and the operating agreement is silent. Therefore, Raj owed no fiduciary duty to Vista by reason of membership. That is why the correct answer is the one stating that a non-manager member who does not exercise managerial authority ordinarily owes no fiduciary duty. His personal knowledge of Vista's earlier interest does not transform his actions into a breach, because the duty of loyalty is imposed on managers, not on passive members. The choice saying all LLC members owe fiduciary duties regardless of management structure is wrong because it ignores the manager-managed/non-manager distinction. The choice saying Raj breached by taking an opportunity Vista had expressed interest in is wrong for the same reason — opportunity doctrine applies only to those who actually owe a duty. The choice saying a member is never liable unless he used LLC property or confidential information is also wrong; it overstates the rule, since a manager could be liable for taking a corporate opportunity even without using LLC property. Study tip: on bar questions, read the management structure first — "manager-managed" plus "non-manager member" usually signals no fiduciary duty absent special facts.

Question 6

Beacon LLC, member-managed, develops a mobile app. Miles, a member, learns from a friend that a small apartment building is for sale. Miles buys the building with his own money, renovates it,andy earns a substantial profit. Beacon has never considered real estate investing, no Beacon funds, employees, or confidential information were used, andthe building was not used in Beacon's business. The operating agreement is silent about outside business activities.

Under the applicable LLC law, did Miles breach his fiduciary duty of loyalty to Beacon?

  1. Yes, because Miles learned of the opportunity while he was a member and did not first offer it to Beacon.
  2. Yes, because absent an operating agreement provision allowing outside investments, a member may not pursue an independent business opportunity.
  3. No, because the apartment building was not a Beacon business opportunity and Miles did not use Beacon property or information to acquire it. (correct answer)
  4. No, because a member's duty of loyalty extends only to the LLC's business and never to opportunities learned through social contacts.
Explanation: When you see a fiduciary-duty-of-loyalty question, focus on whether the opportunity "belonged" to the LLC and whether the member used LLC resources. Miles's outside real-estate purchase is permitted unless it usurped an LLC opportunity or exploited Beacon's property. Here, Beacon develops mobile apps and never considered real estate; no Beacon funds, employees, confidential information, or business use were involved. Therefore the building was not a Beacon business opportunity, so Miles did not breach his duty of loyalty. The choice saying Miles breached merely because he learned of the opportunity while a member and did not first offer it to Beacon is too broad: membership alone does not make every opportunity the LLC's. The choice saying silence in the operating agreement bars outside investments is also wrong—an LLC operating agreement need not authorize independent ventures; absent a conflict, members may pursue them. Finally, the choice claiming loyalty "never" reaches opportunities learned through social contacts is too absolute: such an opportunity could belong to the LLC if it fell within the LLC's line of business or used LLC resources. Remember the core test: did the member divert an opportunity the LLC was positioned to pursue, or use LLC property or information? Here, no. On exam, don't assume fiduciary duty means a member must hand over every good deal—look for a real connection to the LLC's business and resources.

Question 7

Ridgeline LLC has two members, Sam and Toni. Sam is also its manager. Without authorization or disclosure, Sam pays himself a $600,000 bonus from Ridgeline's bank account. The operating agreement does not authorize the bonus. Toni discovers the payment and sues Sam directly for $300,000, alleging breach of fiduciary duty and seeking her 50% share of the diverted funds.

Under the applicable LLC law, will Toni recover in her direct action?

  1. Yes, because Sam owed fiduciary duties directly to Toni as a member, and Toni's injury equals her proportionate share of the diverted funds.
  2. Yes, because every member who suffers loss from a manager's breach may sue directly for that member's share of the LLC's loss.
  3. No, because the claim is for an injury to Ridgeline itself;Toni's remedy, if any, is through a derivative action on behalf of Ridgeline, not a direct suit for her share. (correct answer)
  4. No, because a member may not bring any lawsuit against a manager while the manager remains in office.
Explanation: This question tests the distinction between direct and derivative actions in LLC law—a classic trap on bar exam business entities questions. The key is to ask: whose injury is this? When Sam pays himself an unauthorized $600,000 bonus from Ridgeline's bank account, the money belonged to the LLC, not individually to Sam or Toni. The claimed harm is to the entity's assets, and any reduction in Toni's 50% share is merely indirect. Therefore, the correct answer is that Toni cannot sue directly: the injury is to Ridgeline itself, so her remedy, if any, is a derivative action on behalf of Ridgeline to recover the full diverted amount. The choice saying Sam owed fiduciary duties directly to Toni conflates fiduciary duties owed to members with the fact that the misappropriated asset belongs to the LLC. Duties to manage member value do not convert every LLC loss into a personal injury. Similarly, the claim that every member who suffers loss from a manager's breach may sue directly for that member's share is too broad and would swallow the derivative suit rule; members may sue directly only for injuries to their individual rights—like denial of access to records or wrongful withholding of a declared distribution. Finally, the idea that a member may not sue a manager while the manager remains in office is simply wrong; the real bar is procedural, not temporal—the claim must be brought derivatively when the LLC itself is harmed. Remember the question to ask: "Was the duty breached owed to the LLC or to me individually?" Entity injury = derivative; individual injury = direct.

Question 8

Solstice LLC, manager-managed, is a marketing firm. Lena, its manager, resigns. Before resigning, she downloads Solstice's client contact list and internal notes about upcoming contract renewals, intending to use them to solicit clients for her new competitive marketing business. After resigning, she forms Lena Marketing LLC and sends targeted solicitations to those clients using the downloaded information. Solstice sues Lena for breach of fiduciary duty.

Under the applicable LLC law, which statement best describes Lena's liability?

  1. Lena is not liable because after resigning she no longer owed a fiduciary duty to Solstice.
  2. Lena is not liable because a former manager may compete with her former LLC and may use information learned during her tenure.
  3. Lena is liable because she used Solstice's property, including confidential client information, for her own benefit while still subject to the duty of loyalty. (correct answer)
  4. Lena is liable because a former manager may never compete with her former LLC or solicit its clients.
Explanation: When you see a question about a manager's liability after resignation, focus on when the duty was breached—not merely whether the duty survived the resignation. Under LLC law, a manager owes a duty of loyalty while in office, including a duty not to appropriate company opportunities or property for personal gain. Lena's breach occurred before she resigned: she downloaded the client list and internal notes while still manager, intending to use them for her competitive venture. That act—using Solstice's confidential property for her own benefit—is a direct violation of the duty of loyalty, regardless of when she later sent the solicitations. The fact that she resigned does not erase the prior wrongful taking. The wrong answers each misapply a key principle. The statement that Lena is not liable because after resigning she no longer owed a duty ignores that the breach happened during her tenure. The claim that a former manager may compete and use information learned during tenure confuses general knowledge gained from experience with misappropriation of specific confidential property—the list and notes are protected, not just "information." The assertion that a former manager may never compete is too absolute; former managers may compete using their own skills and non-confidential knowledge, but not stolen property. Finally, the suggestion that she is liable solely because she solicited clients overlooks that solicitation is permissible unless done with misappropriated materials—the liability turns on the property, not the act of soliciting itself. Remember: for fiduciary duty questions, identify the exact moment of the self-dealing or misappropriation. If it occurs while the duty exists, liability follows, even if the harm materializes later.

Question 9

Northpoint LLC, manager-managed, has four equal members. Nina, the manager, owns CleanCare Janitorial, Inc. Northpoint needs janitorial services. Nina, in a written notice to all members, disclosed that CleanCare would bid for the contractand that she owned CleanCare. The operating agreement authorizes disinterested members to approve manager conflict transactions after full disclosure. The three other members, none with any interest, unanimously approved CleanCare's below-market bid,and Northpoint hired CleanCare. A member now claims Nina breached her duty of loyalty.

Under the applicable LLC law, how should the court rule?

  1. Nina is liable because a manager may not cause the LLC to contract with an entity the manager owns, even if the other members approve.
  2. Nina is liable because disinterested members may approve a self-dealing transaction only if it is shown to be fair to the LLC.
  3. Nina is not liable because the contract was with CleanCare, a separate entity, not with Nina individually.
  4. Nina is not liable because full disclosure and disinterested-member ratification, as authorized by the operating agreement, protected the transaction from a duty-of-loyalty challenge. (correct answer)
Explanation: Whenever you see a manager self-dealing with an LLC, your first question should be whether the operating agreement contains a safe harbor. Duty-of-loyalty claims often turn not on categorical prohibitions, but on whether the manager made full disclosure and obtained proper ratification. Here, the correct result is that Nina is not liable because the operating agreement expressly allowed disinterested members to approve manager conflict transactions after full disclosure, and that is exactly what happened: Nina disclosed her ownership of CleanCare in writing, and all three disinterested members unanimously approved the below-market bid. That ratification protects the transaction from a duty-of-loyalty challenge. The answer claiming Nina is liable because a manager may never cause the LLC to contract with an owned entity is too rigid—LLC law generally lets the members' agreement authorize such transactions. Likewise, the answer requiring the transaction to be shown fair to the LLC misunderstands the safe harbor: fairness is one route to protection, but disinterested approval after full disclosure is another. And the answer that Nina is not liable simply because CleanCare is a separate entity misses the point—a manager can violate loyalty by diverting an LLC opportunity to an entity she owns; the separate-entity fact alone would not save her. For exam purposes, when you see manager conflict transactions, look for the twin shields: full disclosure plus approval by disinterested members, especially if the operating agreement contemplates it. That pattern signals ratification and defeats a loyalty claim.

Question 10

Harper LLC, manager-managed, is considering a $5 million investment in a technology startup. Liam, Harper's manager, read the startup's term sheet, spoke with two investors in the sector, and considered the startup's financial projections, but he did not hire an outside consultant who would have discovered that the startup's main product had been rejected by a major customer. The startup later failed, and Harper lost its investment. Harper's members sue Liam for breach of his duty of care.

Under the applicable LLC law, what is Liam's likely liability?

  1. Liam is liable because he failed to exercise ordinary care in evaluating the investment.
  2. Liam is liable because imprudent investment decisions made with incomplete due diligence breach a manager's duty of care.
  3. Liam is not liable because his conduct was not grossly negligent, reckless, intentionally wrongful, or a knowing violation of law. (correct answer)
  4. Liam is not liable because managers never have fiduciary duties with respect to investment decisions unless fraud is shown.
Explanation: Whenever you see a duty-of-care claim against an LLC manager, the central question is the standard of care. The business judgment rule protects managers from liability for ordinary mistakes; liability only arises from gross negligence, recklessness, intentional misconduct, or a knowing violation of law. Liam's conduct does not meet that threshold. He read the term sheet, consulted two sector investors, and reviewed financial projections. Failing to hire an outside consultant was a lapse in thoroughness, but not grossly negligent—it was a discretionary judgment about the depth of due diligence. Thus, he is not liable. The wrong answers highlight common traps. The choice stating Liam is liable because he "failed to exercise ordinary care" applies a negligence standard, which is too low for managerial business decisions. The choice claiming "imprudent investment decisions made with incomplete due diligence" breach the duty conflates imprudence with gross negligence; hindsight bias cannot transform a bad outcome into a breach. Finally, the choice asserting managers "never have fiduciary duties" unless fraud is shown is false—managers do owe fiduciary duties, but the duty of care for business decisions is judged under the gross negligence standard, not a simple negligence or fraud-only standard. Your takeaway: whenever a manager makes a business decision, automatically invoke the business judgment rule. Look for facts showing extreme irrationality or bad faith—not just a failed investment or missed due diligence step. The exam wants you to distinguish ordinary negligence from gross negligence.

Question 11

Ledge LLC, manager-managed, leases warehouse space. Its manager, Sam, negotiated a renewal of Ledge's warehouse lease. Unbeknownst to Ledge, the landlord agreed to pay Sam a $10,000 commission if the renewal was completed. Sam submitted the renewal to Ledgewith out mentioning the commission, and Ledge signed. The rent was within the range Sam had been authorized to accept.

Under the applicable LLC law, did Sam breach his fiduciary duty to Ledge?

  1. No, because Ledge paid no more than it would have paid to any other tenant, and Sam's commission came from the landlord, not Ledge.
  2. No, because the operating agreement was silent on commissions and Sam's compensation was not otherwise fixed.
  3. Yes, because Sam had an undisclosed conflict of interest and must account for any benefit derived in connection with Ledge's business without disinterested approval. (correct answer)
  4. Yes, because Sam's receipt of a commission made the lease unfair to Ledge as a matter of law.
Explanation: Whenever you see a manager-managed LLC, think fiduciary duty. A manager's duty of loyalty requires full disclosure of conflicts and prohibits secretly benefiting from the LLC's business. Sam negotiated Ledge's lease while the landlord promised him a $10,000 commission, and he hid that from Ledge before it signed. That undisclosed conflict is the breach—not necessarily the rent terms. Under applicable LLC law, Sam must account for the benefit he received unless it was approved by disinterested members or managers after full disclosure. The "No" answers both miss this process requirement. "No, because Ledge paid no more than any other tenant" wrongly assumes a fair price cures a loyalty violation; the fiduciary duty exists to protect against hidden self-dealing, not just overpayment. "No, because the operating agreement was silent" also fails: silence means the default fiduciary duties apply, and Sam's compensation was not otherwise fixed, so a secret commission still was not authorized. The final answer, "Yes, because Sam's receipt made the lease unfair as a matter of law," overstates the rule—Sam breached even if the lease was substantively fair. The real test is whether he disclosed the conflict and obtained disinterested approval. Study tip: whenever you see a fiduciary receiving a secret benefit from a third party, assume a breach unless it was disclosed and approved by disinterested parties—fairness alone will not save it.