Fiduciary Duties in Business Entities Revisited

The trend of Kansas courts looking to Delaware precedent has continued unabated. However, the trend of homogenization of fiduciary duty law as applied to different forms of entity has suffered some setbacks with respect to partnerships and limited liability companies. In addition, the law of corporate directors’ and officers’ fiduciary duties underwent a major paradigm shift shortly after publication of the original article. Like the original, the modest goal of this Article is to survey generally the law of fiduciary duties with respect to Kansas corporations, partnerships (general and limited liability), limited partnerships, and limited liability companies, and to illustrate the extent to which corporate law concepts and precedents are being applied (or not applied) in the context of these other forms of business organization. Part II considers fiduciary status, Part III the duty of care, and Part IV the duty of loyalty.