Professor Lyman P. Q. Johnson, the Robert O. Bentley Professor of Law, recently had his article, Delaware’s Non-Waivable Duties, 91 B.U. L. Rev. 701 (2011) published in the Boston University Law Review.
The article disputes the seemingly settled view that recently enacted statutes in Delaware legally permit fiduciary duties to be waived in noncorporate business associations. Professor Johnson rests his argument on the Delaware Constitution, which vests the Delaware Court of Chancery with general equity jurisdiction and powers of a kind that cannot be curtailed by legislative action. Consequently, Prof. Johnson argues that neither the new and much-heralded waiver statutes, nor the private agreements they endorse, have divested Delaware courts of their traditional power and responsibility over fiduciary duties in limited liability companies (LLCs) or partnerships.
The article may be found either on SSRN here or at the BU Law Review here.
Congratulations to Professor Johnson on this publication.