The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgement Rule in Unincorporated Business Organizations

46 Pages Posted: 20 Jun 2005  

Elizabeth Miller

Baylor University Law School

Thomas E. Rutledge

Ogden Newell & Welch PLLC

Abstract

The business judgment rule, a cornerstone of the jurisprudence of the duty of care in the corporate context, holds a less defined role in the contractually driven realm of unincorporated business organizations such as the partnership, limited partnership, and limited liability company. This uncertainty has in recent years been exacerbated by rapid developments in statutory schemes. This article examines (1) the business judgment rule as applied in the corporate context, (2) the recent developments in the laws of unincorporated business organizations, and (3) the interplay of the business judgment rule and the often contractually defined (but at default fiduciary) models of the various unincorporated business organizations.

Keywords: duty, loyalty, business judgment rule, unincorporated business organizations, corporate, Delaware, Journal, Corporate, Law

Suggested Citation

Miller, Elizabeth and Rutledge, Thomas E., The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgement Rule in Unincorporated Business Organizations. Delaware Journal of Corporate Law , Vol. 30, Issue 2, pp. 343-388, 2005. Available at SSRN: https://ssrn.com/abstract=736463

Elizabeth Miller (Contact Author)

Baylor University Law School ( email )

Sheila & Walter Umphrey Law Center
1114 South University Parks Drive
Waco, TX 76706
United States

Thomas E. Rutledge

Ogden Newell & Welch PLLC ( email )

Louisville, KY 40202-2874
United States

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