Abstract

http://ssrn.com/abstract=2034928
 


 



The Naked Fiduciary


Michelle M. Harner


University of Maryland Francis King Carey School of Law

Jamie Marincic Griffin


University of Michigan at Ann Arbor

2012

Arizona Law Review, Vol. 54, 2012, pp. 879-937
U of Maryland Legal Studies Research Paper No. 2012-19

Abstract:     
Business law is grounded in the common law of fiduciary duty. Courts and policymakers have been loath to abandon that principle. Yet, particularly in the contractual context of limited liability companies (LLCs), the fiduciary label is illusory and may undercut sound governance practices for those entities. This Article presents an in-depth empirical study about governance provisions included in LLC operating agreements and examines the implications of the data in the context of various types of businesses that might choose to organize as LLCs. The Article uses the data and related case studies to offer a new approach to LLC governance - the "coactive” LLC.

Number of Pages in PDF File: 61

Keywords: Limited Liability Companies, LLC, business law, fiduciary, fiduciary duties, default rules, governance, unincorporated entities

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Date posted: April 6, 2012 ; Last revised: November 20, 2012

Suggested Citation

Harner, Michelle M. and Marincic Griffin, Jamie, The Naked Fiduciary (2012). Arizona Law Review, Vol. 54, 2012, pp. 879-937; U of Maryland Legal Studies Research Paper No. 2012-19. Available at SSRN: http://ssrn.com/abstract=2034928

Contact Information

Michelle M. Harner (Contact Author)
University of Maryland Francis King Carey School of Law ( email )
500 West Baltimore Street
Baltimore, MD 21201-1786
United States
410-706-4238 (Phone)
Jamie Marincic Griffin
University of Michigan at Ann Arbor ( email )
500 S. State Street
Ann Arbor, MI 48109
United States
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