The alternative entity statutes generally furnish rules concerning internal governance only in situations where the creating parties have not otherwise provided for such rules in the governing agreement.Unlike Delaware corporations, there are far fewer statutory provisions defining the rights, powers, duties and authority of Delaware alternative entities and their owners and managers.
The Delaware Court of Chancery is the United States', and perhaps world's, principal forum for the resolution of internal governance disputes of corporations and alternative entities.
Such consent rights permit the limited partners to be actively involved in monitoring their investment in the limited partnership without becoming liable as general partners of the limited partnership.
The LP Act offers a very broad array of matters with respect to which limited partner consent may be required without jeopardizing their limited liability, and the drafters of the LP Act regularly consider whether the list of such matters should be expanded to facilitate securitization and other types of transactions.
Similarly stated, fiduciary duties may be defined contractually in the governing agreement of an alternative entity.
Moreover, the alternative entity statutes provide that a party to an alternative entity will not be liable for a breach of fiduciary duty if such party relies in good faith on the provisions of the governing agreement.