• Creditors will argue that they can pierce the veil of an LLC.
  • Some statutes hold the rule to piercing LLC’s to be the precedent cases in piercing the corporate veil
  • Fiduciary duties: §409: picks up §404 of RUPA, stating a fiduciary duty can be modified but not eliminated
  •  in a manager-managed LLC, a member owes no fiduciary duty for the ordinary commercial venture one will probably question whether to use a corp. or an LLC