Fiduciary Duty Myths in Close Corporate Law (Part 1)(Part 2)(Part 3)

Mary Siegel

A debate exists in the close corporate literature and case law regarding who in a close corporation owes fiduciary duties, to whom those duties are owed, whether that duty is the traditional corporate duty or a “heightened” partnership duty, and whether corporations with a small number of shareholders can merit recognition as a close corporation without a statutory election of that status. The different points of view are represented by the case law in Massachusetts and Delaware, with the Massachusetts rule being crowned as the majority rule. This article delineates with great specificity that characterizing the Massachusetts rule as the majority rule is a highly suspect classification because the case law support for this rule has been greatly exaggerated and misunderstood. Moreover, this article exposes the issues underlying the competing viewpoints so that courts can make a more educated choice among these issues. Finally, since recent developments in business law are consistent with the philosophy underlying the minority rule, this article reasons that the current Delaware minority rule will eventually become the dominant view in close corporate law.