Fiduciary duty includes a duty of loyalty, good faith, full disclosure, and reasonable care. It means that the fiduciary should not usurp business opportunities that belong to the company. The fiduciary must disclose any conflict of interest and cannot self-deal or compete with the company. The fiduciary must also exercise reasonable care and prudence.

Not every co-owner owes fiduciary duties. The extent of the duties depends on the entity type, the operating documents (such as operating agreement, partnership agreement, bylaws) and the default rules of the governing law. The default rules vary state by state and may have exceptions, but typically, the following may apply.

• In a partnership, partners may owe fiduciary duties to each other, depending on the partnership agreement.
• In a limited liability company, the members owe fiduciary duties, but it depends on whether the LLC is member-managed or manager-managed.
• In a corporation, the corporate officers and directors usually owe fiduciary duties to the company and the shareholders. Shareholders typically do not owe fiduciary duties to each other or to the company.

Since the duties may vary depending on the operating documents and the state law, please consult with an attorney to understand the scope of fiduciary duties.

It depends on the entity type, the operating documents (such as partnership agreement, operating agreement, or bylaws), and the governing law.

This question is usually decided based on the operating documents, the agreement with the transferee, or through the buyout and valuation.

If the share is bought back by the company or other co-owners
The operating documents and founder agreements typically have provisions about buyout, the right of first refusal, and the procedures for determining the price of the buyout. The price may be set as a market value, which requires a company valuation. The price may also be determined by a formula. If the parties do not agree about the price, they must follow the procedures described in the operating documents and founder agreements to resolve the dispute. They may also use a third-party valuation, mediation, or ask the court.

If the share is transferred to a non-owner
If a co-owner wants to transfer his share to a person outside the business, he needs to check whether the operating documents and agreements have restrictions on such transfer. If there are no restrictions, then the price will be determined by the agreement between the transferer and transferee.

It depends on the issue, which needs to be decided and the voting procedures.

Type of the issue decided
Some decision can be made by a simple majority, but some of them must be decided unanimously or require a supermajority. For example, the issues of merger and acquisition or dissolution usually require a unanimous vote. The issues of strategic business decisions may require a supermajority, depending on the operating documents* or the default state laws.

The voting procedures
Even if the decision can be made by a simple majority, the company still should follow the voting procedures. The operating documents usually contain the rules about the required notice, quorum, threshold number of votes, and the governance's responsibilities. If the operating documents are unclear or do not exist, then the decision-making issues should be resolved according to the default rules of the governing law. Each state has laws on LLCs, corporations and partnerships.

* The operating documents include operating agreement (for an LLC), bylaws (for a corporation), or partnership agreement (for a partnership).

Minority owners have the same rights and protections as other owners. They include:

• the right to inspect books and records
• the right to be notified about decisions requiring a vote
• the right to vote
• the right to distribution of profit
• the right to sue on behalf of the company if the corporation failed to act to protect itself from harm
• the right to request judicial dissolution in extreme cases
• the right to request a buyout

The rights of minority owners may vary substantially. They depend on the entity type, on whether fiduciary duties exist, on the governing documents, and the governing law.