![\"San](\"http:\/\/www.krbecheklaw.com\/wp-content\/uploads\/2010\/09\/San-Giuseppe-Church-on-Piazza-Pola.jpg\" "\\"Fresno")
<\/a>Of course, the question is, To what extent will a court draw from a different body of law?\u00a0 The author finds strong links.\u00a0 \u201cThe range, or continuum, from the lacking to the pronounced, holds consistently in both corporate and limited liability company law from least strict in establishing and enforcing fiduciary duties in Delaware to most strict in Illinois . . .<\/p>\n\u201cThis body of statutory and common law on fiduciary duties tied to limited liability companies, though not as developed into enduring doctrines as with the corporate common law, is growing, and indicates a strong link to the predecessor parallel law on close corporations.\u201d<\/p>\n
The author does not hesitate in his analysis.\u00a0 \u201cWhile we can draw the obvious and tiresome conclusion that fiduciary duties in corporations \u2013 specifically close corporations \u2013 are more pronounced and more enforceable in the five major states generally than fiduciary duties in limited liability companies, I believe the cited case law, if not the statutory law of the five major states as well, supports a real connection between the treatment of fiduciary duties associated with close corporations and the treatment of fiduciary duties associated with limited liability companies \u2013 a connection that is increasing with the age and growth of the body of law on LLCs.\u201d<\/p>\n
\u201cThe real question, then, is the normative one: should duties like those owed by majority shareholders of close corporations to minority shareholders exist regarding limited liability company members and managers, strengthened by statute and\/or enforced at common law, and be treated increasingly similarly?\u201d<\/p>\n
\u201cOur look at the five major states gives us no consensus answer to the normative question.\u00a0 On the treatment of duties in limited liability companies becoming increasingly similar to those in close corporations, there is a clear consensus from the five major states as a group that this is occurring (whether or not it ought} \u2013 albeit in a manner and to a degree inconsistent among those five major states.\u201d<\/p>\n
There are substantial differences between the various states, \u201cfrom the Delaware pro-contractarian model to which Massachusetts statutory law, if not common law, seems to be following (each allowing the near elimination of all fiduciary duties in the name of freedom of contract particularly applied to operating agreements) to the Illinois codified duties of loyalty and due care.\u201d<\/p>\n