Fiduciary Duties in Delaware LLCs and LPs
My colleague, Mohsen Manesh, has just completed a new paper that will be published in the spring 2009 issue of the Delaware Journal of Corporate Law. A working draft of his paper may be downloaded here.
The basic argument Mohsen makes is that given the ability of LLCs and LPs to contractually limit or eliminate fiduciary duties under Delaware law, there's virtually no reason that any new business should choose to organize itself as a corporation. He acknowledges that business managers and investors may be more familiar and therefore more comfortable with the corporate form, but gives a host of reasons for why that should not prevent the migration of businesses to unincorporated forms. Ultimately, he predicts the eventual extinction of the corporation as a business entity!
