What buy-out rights, fiduciary duties, and dissolution remedies should apply in the case of the minority owner of a limited liability company?

With the advent of the new IRS "check-the-box" regulations that permit a li mited liability company ("LLC") to choose whether to be taxed as a corporat e or partnership entity, LLCs no longer need to structure themselves to avo id the corporate characteristic of continuity of life. As LLCs are beginnin g to provide for an indefinite life, minority shareholders are facing the e limination of their default withdrawal rights. Given the inherently unequal bargaining power of such relationships, minority shareholders are put at a distinct disadvantage, especially given the lack of developed law for LLCS . This Article argues that minority shareholders must be protected by maint aining statutory buy-out rights at least until LLC statutes protect the rig hts of minority shareholders explicitly. Professor Miller discusses fiducia ry duties in the LLC context and recommends two types of statutory protecti ons, both of which are contained in the Uniform Limited Liability Company A ct, namely a prohibition on unreasonable reductions in fiduciary ditties an d a mechanism for judicial dissolution.