With the evolution of new and modified business entities in today's society, it is becoming increasingly difficult to determine when and what fiduciary duties arise. It has been well accepted for many years that partners owe each other fiduciary duties, and it has also been well accepted that shareholders in large, public corporations do not owe any fiduciary duties. However, an issues arises when determining what fiduciary duties are owed by shareholders of a closely held corporation. Although the closely held corporation is incorporated just like the public corporation, the stockholders in the closely held corporation often end up behaving more like partners. This unique situation has presented a difficulty for many courts across the country.
Sara C. McNamara,
Fiduciary Duties in the Wisconsin Close Corporation: Time to Set the Law Straight,
100 Marq. L. Rev. 1445
Available at: http://scholarship.law.marquette.edu/mulr/vol100/iss4/10