Suffolk University Law School was founded in 1906 and is located in the heart of downtown Boston. The school is dedicated to educating students of all backgrounds and circumstances, helping them to thrive in an increasingly diverse, global and technologically dependent society. The school's Business Law & Financial Services Concentration emphasizes teaching and scholarship not only in traditional corporate structures, but also in alternative non-corporate forms of organization that are becoming the norm in small businesses, emerging high-tech industries, and financial services. Its faculty members include nationally regarded experts in limited liability company, partnership, tax, and securities regulation, including Carter G. Bishop, a reporter for four separate uniform business organization law projects sponsored by the National Conference of Commissioners on Uniform State Laws, and Jeffrey M. Lipshaw, co-author with the late Larry E. Ribstein of Unincorporated Business Entities, 4th Edition (LexisNexis, 2009).

Sponsored by: Suffolk University Law School

"Modifying Fiduciary Duties in Delaware: Observing Ten Years of Decisional Law" Free Download
Delaware Journal of Corporate Law (DJCL), Vol. 40, No. 3, 2016
Gabelli School of Business, Fordham University Research Paper No. 2789091

BRENT J. HORTON, Gabelli School of Business, Fordham University

In 2004, Delaware amended its laws to allow limited partnerships and limited liability companies (uncorporations) to eliminate or modify fiduciary duties in their uncorporation agreements. Looking to Delaware, the Author surveys thirty-six written fiduciary duty cases penned in the ten years immediately following the amendments to conduct a systematic content analysis; that is to say, the Author systematically read the thirty-six cases, recorded patterns, and drew inferences therefrom. The goal was to answer the following question: for those cases that elude settlement and are complicated enough to require the judge to issue a written decision, did the modification or elimination of fiduciary duties in the uncorporation agreement help protect management from a claim of breach of fiduciary duty?

The Author observes that a management's chance of success in such litigation (e.g., prevailing via motion to dismiss or motion for summary judgment) is not unrelated to how the incorporation agreement in question modifies fiduciary duties. An uncorporation agreement that takes an ad-hoc approach to modification will often be self defeating, creating an interpretive Gordian knot unsuitable for dismissal. On the other hand, if the modification is structured to provide for special approval pursuant to a good faith standard, it is more likely that the court will dismiss the action.

Second, the Author surveys the same thirty-six cases to see what happens when plaintiffs buttress their fiduciary duty claims with a claim for breach of the implied covenant of good faith. The Author observes that despite the Court of Chancery's recurring admonition that the implied covenant is not a replacement for fiduciary duties, the implied covenant remains a potent attack where the incorporation agreement partially modifies fiduciary duties, leaving discretionary gaps.

Finally, this Article provides some observations about the tactics of those uncorporations that successfully modify fiduciary duties to protect management — at least as those tactics are revealed in written decisions. One commonality is that their contractual modifications are not overly creative. No drafter of an uncorporation agreement — no matter how skilled — is capable of foreseeing how one creative provision will be interpreted in light of other provisions in the same agreement. Successful uncorporations seem to realize this, and appear to be coalescing around a standardized approach: approval by a special committee, coupled with a good faith standard.

"Limited Liability Partnership in Pakistan: An Overview" Free Download


Unlike the rest of the world, Limited Liability Partnership (LLP) is a comparatively newer business vehicle for Pakistanis. On August 8th, 2014 Securities and Exchange Commission of Pakistan (SECP) issued a press release to introduce this new concept. The reason for introduction of this business structure was to fill the gap between business firms such as sole proprietorships and partnerships, which are most of the times unregistered and limited liability companies that are governed by the Companies Ordinance, 1984. This research paper aims to define the basic concept of LLP from the Pakistan’s perspective with respect to its advantages and nature.


About this eJournal

Sponsored by: Suffolk University Law School

This eJournal distributes working and accepted paper abstracts related to LLCs, close corporations, partnerships, and other private enterprises. This includes the law, economics, history and policy of closely-held corporations and non-corporate firms, including partnerships, limited liability companies, limited partnerships, limited liability partnerships, joint ventures, and similar entities both in the US and around the world. Specific topics include private law matters such as governance, fiduciary duties, formation, litigation, arbitration, choice of law, exit, dissolution, transfer, creditors' rights, and limited liability. They also include public law matters such as bankruptcy, employment discrimination, securities regulation, competition law, and professional regulation. Articles may also focus on types of businesses or other relationships that commonly organize as limited liability companies, close corporations, partnerships or other unincorporated business entities, including venture capital, professional services, real estate, finance, family firms, domestic relationships and public-private enterprises.

Editor: Jeffrey M. Lipshaw, Suffolk University


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Advisory Board

Corporate Law: LLCs, Close Corporations, Partnerships, & Other Private Enterprises eJournal

Professor of Law, New York University School of Law

William D. Warren Professor of Law, University of California, Los Angeles (UCLA) - School of Law

Augustus E. Lines Professor of Law, Yale Law School, Fellow, European Corporate Governance Institute (ECGI)

Fair Business Practices Professor of Law, University of California, Davis - School of Law

Professor of Law, Duke University School of Law

William B. Graham Professor of Law, University of Chicago Law School

John L. Gray Professor of Law, Harvard Law School

Glen L. Farr Professor of Law, Brigham Young University - J. Reuben Clark Law School

Distinguished Professor of Corporate and Business Law Jack G. Clarke Business Law, Cornell Law School - Jack G. Clarke Business Law Institute

Swanlund Chair, Director, Illinois Program in Law and Economics, University of Illinois College of Law