Other jurisdictions which have considered this question have looked to the law of corporations for guidance and have analogized the role of a limited partner to that of a shareholder of a corporation. To like effect, the Chancery Court of Delaware, generally recognized as an authority in the interpretation of business law, has affirmed the proposition that shareholders and limited partners hold similar positions within their respective entities. The Chancellor in Litman relied on the holding of Strain v. Seven Hills Assocs. Formalities of creation are much alike. Both forms of organization can attract investment capital by offering limited liability with roughly similar effects in limited partnerships and corporations.
Limited liability necessitates some rules to protect corporate creditors.
Thus, limited partners are somewhat analogous to shareholders . . . . Information rights and fiduciary duties owed to limited partners are similar to those owed to shareholders. Limited partners, like shareholders, may bring derivative suits on behalf of the business entity against errant management. Limited partner interests are generally treated like corporate shares in the securities laws. As such, we conclude that the Court of Appeals properly equated the status of limited partners in a partnership to the relationship that exists between corporate shareholders and the corporation.