Expanding the Fiduciary Duties of Close Corporation Shareholders: The Dilemma Facing Illinois Corporate Law

This article examines the Illinois corporate law treatment of the so-called close corporation, and in particular the trend toward increased expansion of the fiduciary duties of close corporation shareholders. In light of a contrasting trend in the state of Delaware, the author suggests that Illinois corporate law faces a dilemma. If it does not toe the Delaware line, Illinois may be viewed as a less attractive state for incorporation vis-a-vis Delaware. On the other hand, reversing course in order to follow Delaware's lead may sacrifice the independent development of Illinois corporate law.

The author intends that the article contribute to the process of understanding and evaluating of the costs and benefits of each course of action.