DO FIDUCIARY DUTIES OF MANAGERS AND MEMBERS OF LIMITED LIABILITY COMPANIES EXIST AS WITH MAJORITY SHAREHOLDERS OF CLOSELY HELD CORPORATIONS?

BY THOMAS M. MADDEN, ESQ.

Though a matter of corporate law—not limited liability company law—Smith v. Van Gorkom2 was the 1985 Delaware decision that laid the groundwork for the apparently increasing ambiguity over fiduciary duties of and among managers and members of limited liability companies. 3 The Van Gorkom court found corporate directors “grossly negligent”
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