LAW JOURNAL ARTICLE ABOUT FIDUCIARY DUTIES UNDER THE FLORIDA LLC ACT

By , November 2, 2017 9:09 am

Below are the citation to and the first couple of paragraphs of a law journal article about fiduciary duties under the Florida LLC Act.  The author, Louis Conti, has been a leading LLC lawyer and scholar for many years.

91-OCT Fla. B.J. 32
Florida Bar Journal
September/October, 2017
Column
Business Law
Louis T. M. Conti
Copyright © 2017 by The Florida Bar; Louis T. M. Conti

UN-CABINED FIDUCIARY DUTIES IN FLORIDA LLCS: THE COMMON LAW AND EQUITY OPENS THE DOOR TO EXPANDED LIABILITY AND THE MANIFESTLY UNREASONABLE STANDARD

Limited liability companies (LLCs) have become the predominant form of business entity for private companies in America. The question generally is not whether to use an LLC for most privately held businesses, but rather where to form the entity. The jurisdiction of formation choice is narrowed to either the “home state” where the principal office and activities of the business will be based, or Delaware, the most generally accepted foreign forum. Evaluating the jurisdiction of formation turns on several key concepts that are beyond the scope of this article, but the most important factors are the state LLC statute’s fiduciary duty provisions and caselaw addressing fiduciary duties.

This article describes the fiduciary duty law that applies to Florida LLCs, with a special focus on consequences of the “un-cabining of fiduciary duties” occasioned by the Florida Revised LLC Act, as amended in 2015.

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