Handling Fiduciary Issues in Limited Liability Company Formations Under the New Hampshire Limited Liability Company Act—A Practical Introduction

Authors

John M. Cunningham, Principal of the Law Offices of John M. Cunningham, P.L.L.C., Concord, NH

Abstract

[Excerpt] “Absent an agreement among the parties to the contrary, business entity fiduciary duties arise automatically under state common law and applicable statutory law whenever one person entrusts the management of his or her business to another person and the other person agrees to accept this entrustment. The two principal fiduciary duties are the duty of care and the duty of loyalty. The duty of care requires that business managers carry out their management responsibilities non-negligently. The duty of loyalty requires that business managers avoid conflicts of interest with the entity that they have agreed to manage.

However, the common law of Delaware implies that managers are subject not only to a general duty of loyalty but also to seven separate subsidiary fiduciary duties implicit in that duty. As discussed below, these subsidiary duties probably apply also under the New Hampshire LLC Act.”

Repository Citation

John M. Cunningham, Handling Fiduciary Issues in Limited Liability Company Formations Under the New Hampshire Limited Liability Company Act—A Practical Introduction, 8 Pierce L. Rev. 177 (2010), available at http://scholars.unh.edu/unh_lr/vol8/iss2/5