The Fiduciary-ness of Business Associations
24 Transactions: Tenn. J. Bus. L. 255 (2023)
24 Pages Posted: 7 Jul 2023 Last revised: 14 Jul 2023
Date Written: April 30, 2023
This essay offers a window and perspective on recent fiduciary-related legislative developments in business entity law and identifies and reflects in limited part on related professional responsibility questions impacting lawyers advising business entities and their equity owners. In addition—and perhaps more pointedly—the essay offers commentary on legal change and the legislative process for state law business associations amendments in and outside the realm of fiduciary duties. To accomplish these purposes, the essay first provides a short description of the position of fiduciary duties in U.S. statutory business entity law and offers a brief account of 21st century business entity legislation that weakens the historically central role of fiduciary duties in unincorporated business associations. It then reflects on these changes as a matter of theory, policy, and practice before briefly summarizing and offering related reflections in concluding.
Keywords: fiduciary duty, business associations, unincorporated entities
JEL Classification: K20, K22, M10
Suggested Citation: Suggested Citation