Directed Trust Deep-Dive in 2026: Delaware §3313, the Excluded-Fiduciary Shield, and Every Statutory Framework for an Inherited-IRA Trust

The trust-protector deep-dive we published August 12, 2026 walked the statutory infrastructure for the office that sits above a trust and holds oversight-and-adaptation powers exercised on specific triggers.^[1] This piece walks the parallel office that sits alongside the trustee and holds binding operational authority over decisions the trustee would otherwise make on a day-to-day basis. The two offices grew from the same 1990s Delaware innovation, share the same excluded-fiduciary shield doctrine, and are typically drafted together in modern trust instruments. They solve different problems: the protector is a scheduled backstop for once-a-decade adjustments; the director is an active driver of everyday investment, distribution, and administrative decisions.

The directed trust matters for an inherited-IRA trust for a specific practical reason: corporate trustees charge for the discretion they exercise. A corporate trustee acting under full investment discretion typically prices at 60 to 100 basis points per year on the trust corpus.^[2] The same corporate trustee acting only in an administrative capacity, following the binding direction of a named investment adviser, typically prices at 15 to 35 basis points. On the $2M to $10M inherited-IRA trusts that are the most common gold-standard case for a see-through structure, the fee differential across the SECURE Act 10-year distribution window is measured in the tens or hundreds of thousands of dollars. The directed-trust architecture is the statutory mechanism that captures that saving without giving up the corporate trustee's administrative competence and errors-and-omissions coverage.

This piece covers the doctrinal history of the directed trust, the Uniform Directed Trust Act (UDTA) of 2017 as the modern uniform baseline, the seven state statutory regimes that established the doctrine before UDTA existed (Delaware, Alaska, Nevada, South Dakota, Tennessee, Wyoming, and Michigan), the excluded-fiduciary shield mechanics that make the split-office structure workable, the trust-director-vs-trust-adviser-vs-trust-protector terminology reconciliation, the specific powers a director can hold, the fiduciary duty framework the director operates under, three worked case studies at $2M / $6M / $18M in retirement assets, six common drafting mistakes, and an eight-item pre-drafting checklist. When you want to run the after-tax math on any inherited-IRA distribution schedule the director's decisions would drive, the CalcLeap retirement calculator, the 401(k) withdrawal calculator, and the Roth conversion calculator handle the year-by-year drawdown arithmetic.

What a directed trust actually is

A directed trust is a trust in which the classical single-trustee role has been split. The administrative trustee holds legal title to the trust assets, keeps the trust's books and records, files fiduciary tax returns (Form 1041), maintains the corporate agent's insurance coverage, and executes distributions and investment orders. One or more trust directors — the UDTA term — hold binding authority over specific categories of decisions the trustee would otherwise make in the exercise of its own discretion. The most common categories are investment direction (which securities to buy and sell, which asset allocations to hold), distribution direction (which beneficiaries receive how much and when), and administrative direction (specific decisions about tax elections, situs, and governing law).^[3]

The load-bearing statutory concept is the excluded fiduciary. When the trustee acts in accordance with a director's binding instruction, the state statute treats the trustee as "excluded" from the decision — the trustee is not the actor, the director is. Under Delaware 12 Del. C. §3313(b), an excluded fiduciary who acts on a direction of an adviser is not liable "except in cases of willful misconduct."^[4] UDTA §9 uses a nearly identical formulation: the trustee has no duty to monitor a trust director and no duty to inform or advise the director. The consequence is that the trustee prices its administrative service without the risk-premium loading that would apply if the trustee were exercising discretion.

The origin of the office is the 1988 Delaware amendments to 12 Del. C. §3313 that codified the "trust adviser" concept. Before those amendments, Delaware common law had recognized the ability of a settlor to appoint a person other than the trustee to direct investment decisions, but the fiduciary consequences for the trustee were unclear.^[5] The 1988 statute made two innovations that other states subsequently copied: (1) it validated the direction relationship as a matter of Delaware statute; and (2) it shielded the trustee from liability for following the direction. Alaska followed with AS 13.36.375 in 1997, South Dakota with SDCL 55-1B in 1999, Nevada with NRS 163.556 in 2005, Tennessee with TCA 35-15-1206 in 2007, and Wyoming with W.S. 4-10-712 in 2013.^[6] By the mid-2010s the American Law Institute's Restatement (Third) of Trusts §75 had incorporated the directed-trust concept into the common-law framework, and the Uniform Law Commission promulgated the UDTA in 2017 to give the doctrine a uniform statutory home for states that wanted to adopt it without writing their own version.^[7]

The Uniform Directed Trust Act (2017) — the modern uniform baseline

The Uniform Directed Trust Act, promulgated by the Uniform Law Commission in 2017, is the modern effort to give the directed-trust doctrine a uniform statutory home. As of 2026 it has been adopted in ten states — Arkansas, Colorado, Connecticut, Georgia, Indiana, Maine, Michigan, Nebraska, New Mexico, and Utah — and has been introduced in a handful of others.^[8] The UDTA is the newest of the modern uniform trust acts, and it addresses several ambiguities that the older state statutes left open.

The UDTA's operational structure runs across eighteen sections. Six of them are load-bearing for most drafting purposes:

• UDTA §2 (Definitions). "Trust director" is the umbrella term for any person, other than the settlor or trustee, given binding power to direct or consent to a trust action by the terms of the trust. The term intentionally supersedes "trust adviser" and "trust protector" as statutory categories, though the older terms remain in common use as functional labels.
• UDTA §6 (Powers of a trust director). A trust director has whatever authority the terms of the trust confer, and the director's authority may be granted for any purpose the settlor may lawfully carry out. Broad enabling language — the instrument controls.
• UDTA §8 (Duties of a trust director). A trust director has the same fiduciary duty and liability in the exercise or nonexercise of a power as a sole trustee would in a comparable situation. This is the UDTA's most significant departure from Delaware §3313 and the older state statutes, which permit the instrument to designate the director as non-fiduciary. The UDTA imposes fiduciary status by default and does not permit waiver.
• UDTA §9 (Duties of a directed trustee). The directed trustee must take reasonable action to comply with a direction, and is not liable for the action taken, except for willful misconduct. The trustee has no duty to monitor the director or to inform beneficiaries about the director's actions. This is the direct UDTA analog of Delaware §3313(b) and it is the load-bearing excluded-fiduciary shield.
• UDTA §11 (No duty to monitor, inform, or advise). A directed trustee has no duty to monitor the conduct of the trust director, provide advice to the director, communicate with the director beyond compliance with directions received, or warn or advise beneficiaries or the director about actions or omissions of the director.
• UDTA §16 (Office of trust director). A trust director accepts the office by exercising a power or accepting in writing. The director may resign, and the terms of the trust or a designated appointer may fill a vacancy.

The UDTA's default fiduciary rule under §8 is a deliberate policy choice. The drafters — a Uniform Law Commission committee chaired by John Morley of Yale Law School and Robert Sitkoff of Harvard Law School, with substantial input from ACTEC — concluded that non-fiduciary directors carry a beneficiary-protection deficit that no drafting workaround adequately fixes.^[9] This default is the primary reason the UDTA has not been adopted in the paradigm-seven states (Delaware, Alaska, Nevada, South Dakota, Tennessee, Wyoming, and Michigan): the paradigm-seven statutes all permit non-fiduciary designation, and settlors choosing those states typically choose them precisely because of that flexibility. Michigan is the exception — Michigan adopted the UDTA in 2019 and thereby moved its trust-director regime from the older non-fiduciary-permitted model to the UDTA's fiduciary-default model, a decision that has drawn measured commentary in Michigan trust-and-estates practice literature.

The seven-state directed-trust statutory map

Seven states have long-established directed-trust statutes that predate the UDTA. Each is regularly chosen as the governing-law jurisdiction for trusts holding significant retirement-account assets specifically because its statute is more detailed and, in most cases, more flexible than the UDTA baseline.

Statutory citations verified against each state's official code compilation as of August 2026. Delaware's "trust adviser" terminology is the umbrella term for what the other states call "trust director" (UDTA), "trust protector" (Nevada, Wyoming), or "trust advisor" (Alaska, South Dakota). Function is nearly identical across the seven regimes.

Three additional states expand UTC §808 to include specific directed-trust provisions: Ohio (ORC §5808.08), Illinois (760 ILCS 3/808A), and New Hampshire (RSA 564-B:8-808A). These sit between the pure-UTC baseline and the paradigm-seven, and are sometimes chosen by families with existing in-state relationships who want directed-trust functionality without the incremental cost of a Delaware or South Dakota corporate trustee.^[10]

The excluded-fiduciary shield — mechanics that make the split-office structure work

The excluded-fiduciary shield is the load-bearing statutory concept in every directed-trust regime. It has three operational components:

Component one: no duty to monitor. Under UDTA §11 and Delaware 12 Del. C. §3313(e), a directed trustee has no affirmative duty to monitor the trust director's actions, to review the director's investment decisions for prudence, or to warn beneficiaries about the director's actions. The rationale is that the entire point of splitting the office is to place the monitoring burden on the person best positioned to bear it — typically the beneficiaries, who receive information about the director's actions and can bring a direct action against the director if the director breaches. Requiring the trustee to also monitor would duplicate the burden and defeat the fee-saving purpose of the split.^[4]

Component two: no liability for compliance with directions. Under UDTA §9 and Delaware 12 Del. C. §3313(b), a directed trustee that acts in accordance with a director's direction is not liable to the beneficiaries for the action, except in cases of willful misconduct. Willful misconduct is a high bar — it requires actual bad faith or intentional disregard of the beneficiary's rights, not mere negligence and not even gross negligence in most interpretations. Delaware case law under §3313 has consistently applied the shield even where beneficiaries alleged the adviser's directions caused substantial losses; the shield holds so long as the trustee followed the direction and did not know the direction was manifestly contrary to the terms of the trust or a serious breach of a fiduciary duty owed by the director to the beneficiaries.

Component three: no duty to inform or advise the director. Under UDTA §11 and the parallel state statutes, the directed trustee has no duty to volunteer advice or opinions to the trust director, no duty to warn the director about likely tax consequences of directed actions, and no duty to inform the director of information the trustee obtains in its administrative capacity. The trustee's job is to execute; the director's job is to decide. Some drafters modify this default by instrument, requiring the trustee to share specified categories of information (e.g., beneficiary contact information, tax reporting deadlines) — but the statutory default is silence.

Trust director vs trust adviser vs trust protector — terminology reconciliation

The three terms — trust director, trust adviser, and trust protector — describe overlapping but not identical roles. The UDTA drafters chose "trust director" as the umbrella statutory term precisely because "trust adviser" and "trust protector" had come to carry different functional connotations in different states.

Trust director (UDTA): The umbrella term. Any person, other than the settlor or trustee, given binding power by the instrument to direct or consent to a trust action. Covers investment direction, distribution direction, administrative direction, and oversight. In UDTA states, "trust director" is the statutory category and both "trust adviser" and "trust protector" are functional labels the instrument may or may not use.

Trust adviser (Delaware, Alaska, South Dakota): In these states the term typically refers to an ongoing operational role — investment adviser, distribution adviser, or both — with authority exercised regularly, often as frequently as daily. The Delaware statute uses "adviser" as its umbrella term and covers both operational and oversight functions under the same statute, but Alaska and South Dakota separate the two functions and use "adviser" for ongoing operational direction.

Trust protector (Alaska, Nevada, South Dakota, Tennessee, Wyoming): In these states the term typically refers to an oversight-and-adaptation role — trustee removal, situs change, administrative amendment — with authority exercised only on specific triggers and typically no more than once every few years. The trust protector is a distinct statutory office in Alaska, Nevada, South Dakota, Tennessee, and Wyoming, with a separate statute from the trust-adviser statute (though administered under the same excluded-fiduciary framework).

The practical drafting implication: in a modern trust drafted for a family with retirement assets over $1M, both offices typically appear. The instrument names one or more investment advisers under the state's directed-trust statute for ongoing operational decisions, and it separately names one or more trust protectors for the once-a-decade oversight decisions. Both offices operate under the same excluded-fiduciary shield, but they run on different timeframes and are typically held by different people.

Every power a trust director can hold

The instrument-defined power menu for a trust director is broad. The most commonly granted powers, and their frequency in modern gold-standard drafted trusts:

Frequency estimates are illustrative, drawn from ACTEC (American College of Trust and Estate Counsel) practice literature and observed patterns in modern drafted trust instruments. Actual frequencies vary by drafting practice, state, and trust size.

The four load-bearing powers for an inherited-IRA trust are investment direction (both asset and custodian), distribution direction (timing), and tax election direction. A directed trust that carries these four powers, held by a competent investment adviser and a competent tax-oriented distribution adviser, gives the family the ability to run a coordinated tax-efficient drawdown across the SECURE Act 10-year window without paying corporate-trustee discretionary-fee pricing for the same result.

Fiduciary duty of a trust director — the UDTA default vs the paradigm-seven flexibility

The fiduciary-vs-non-fiduciary distinction for trust directors is the single most consequential drafting choice after the choice of governing-law state. The two frameworks are structurally different and produce different practical outcomes.

UDTA §8 (fiduciary default, no permitted waiver). Under the UDTA, a trust director has the same fiduciary duty and liability in the exercise or nonexercise of a power as a sole trustee would in a comparable situation. The director owes the beneficiaries the ordinary trustee's duty of care (usually a prudent-investor duty for investment directors), the duty of loyalty, the duty of impartiality among beneficiaries, and the duty of disclosure. The director is liable for negligence and can be sued by beneficiaries for losses caused by imprudent directions. The UDTA does not permit the instrument to waive fiduciary status, though it permits the instrument to modify (typically narrow) specific fiduciary duties within reasonable bounds.^[11]

Paradigm-seven flexibility (fiduciary designation instrument-controlled). Under Delaware 12 Del. C. §3313(a), the trust adviser is a fiduciary by default but the instrument may designate the adviser as non-fiduciary. Under South Dakota SDCL 55-1B-6, the adviser is non-fiduciary by default. Alaska AS 13.36.375, Nevada NRS 163.556, Tennessee TCA 35-15-1206, and Wyoming W.S. 4-10-712 all permit non-fiduciary designation by express instrument language. A non-fiduciary designation shields the director from beneficiary lawsuits and permits the director to prioritize the settlor's expressed intent over strict beneficiary-first analysis — but at the cost of leaving beneficiaries without a direct remedy against a director whose directions cause substantial loss.^[12]

The practical middle ground most modern drafters use is a fiduciary designation with a carefully drafted exculpation clause. The director is a fiduciary but is exculpated from liability for simple negligence, retaining liability only for bad faith, reckless conduct, gross negligence, and willful misconduct. This structure combines beneficiary protection (a director who breaches gross-negligence-level duty of care is liable) with the practical protection professionals need to serve (routine business-judgment decisions do not create liability). The specific exculpation language is heavily state-dependent — Delaware, Nevada, and South Dakota all have well-developed case law on the enforceability of exculpation clauses, while Wyoming and Michigan are thinner.

Interaction with the SECURE Act 10-year rule and see-through-trust qualification

The directed-trust structure does not affect see-through qualification for an inherited IRA. Treas. Reg. §1.401(a)(9)-4(f), as amended by TD 10001 in July 2024, sets the see-through requirements: the trust must be valid under state law, the trust must be irrevocable or become irrevocable upon the account owner's death, the beneficiaries must be identifiable from the trust instrument, and the trustee must provide the plan administrator or IRA custodian with the required documentation within nine months of the account owner's death.^[13] None of these requirements references the trustee's discretionary authority or the presence of any direction — the see-through qualification is a state-trust-law-plus-beneficiary-identification test that runs independently of the directed-trust architecture.

What the directed-trust structure changes is the practical management of the 10-year distribution window. Under IRC §401(a)(9)(H) as added by the SECURE Act 2019, most non-eligible-designated-beneficiary trusts must distribute the entire inherited-IRA balance by December 31 of the tenth year following the account owner's death.^[14] Where the account owner died on or after the required beginning date (RBD), the trust must also take annual RMDs during years one through nine using the applicable-single-life-expectancy table under Treas. Reg. §1.401(a)(9)-5.

The 10-year drawdown is a decade-long optimization problem. The trust receives inherited-IRA distributions taxable at ordinary income rates. If the trust is a conduit trust, the distributions pass through to the beneficiaries in the year received and are taxed at the beneficiaries' individual rates. If the trust is an accumulation trust, the distributions are retained inside the trust and taxed at the compressed trust brackets — reaching the 37% top rate at just $15,650 of taxable income for tax year 2026 under Rev. Proc. 2025-32.^[15] The choice of when to distribute inside the 10-year window, how much to distribute to which beneficiary, and how to coordinate the distributions with the beneficiary's other taxable income drives materially different after-tax outcomes.

A directed-trust structure with a competent distribution adviser holding binding authority over timing and amount can execute this optimization on a schedule that a corporate-trustee-committee cannot practically match. The adviser can respond to a beneficiary's mid-year job change, a stock-option exercise, or a Roth conversion opportunity within days rather than the weeks or months a trust-committee review typically requires. On a $3M inherited-IRA trust with three adult children as beneficiaries in different tax brackets, the directed-trust structure's coordinated-drawdown advantage across the 10-year window is typically worth $75,000 to $200,000 in after-tax outcomes over the 10-year window, on top of the roughly $220,000 to $360,000 in fee savings.

Three worked case studies at $2M, $6M, and $18M

Case 1: Margaret, $2M inherited IRA in Ohio, single adult beneficiary

Margaret dies in 2027 at age 74. Her IRA balance is $2M. She has one beneficiary — her daughter Sarah, age 45, an Ohio resident with $180K of W-2 income. Margaret's trust names Ohio Trust Company as administrative trustee and Sarah's longtime financial planner as investment adviser under an Ohio-modified §808 directed-trust structure.

Under the traditional-trust alternative, Ohio Trust Company would price at approximately 85 basis points on the trust corpus for full discretionary authority — roughly $17,000 in year one. Under the directed-trust structure, Ohio Trust Company prices at 25 basis points administrative-only — approximately $5,000 in year one — plus Sarah's planner charges 50 basis points on the same corpus (roughly $10,000). Total year-one fee: $15,000 vs $17,000 — a modest saving of about $2,000. The distribution-direction advantage: Sarah's planner coordinates the annual RMDs with Sarah's W-2 income and identifies two years within the 10-year window (2029 and 2032) when Sarah's income drops due to planned unpaid leave; the planner increases distributions in those years to fill Sarah's 24% bracket before the top of the bracket, saving approximately $18,000 in after-tax outcome relative to a level-drawdown schedule.

Total 10-year net benefit of the directed-trust structure: approximately $18,000 (distribution optimization) + $20,000 (compound fee savings) = ~$38,000 on the $2M base. Incremental drafting cost: approximately $6,000. Net benefit: ~$32,000. For a $2M trust with a single adult beneficiary, the directed-trust structure is worthwhile but not dramatically so.

Case 2: David, $6M inherited IRA in California, three adult beneficiaries

David dies in 2028 at age 78. His IRA balance is $6M. He has three beneficiaries — his three children, ages 42, 39, and 36, resident in California, Texas, and New York respectively. David's trust names South Dakota Trust Company as administrative trustee and a South Dakota-based independent investment adviser as investment director under SDCL 55-1B, with three separate distribution directors — one per beneficiary — each holding binding authority over distributions to their assigned beneficiary.

Under the traditional-trust alternative, a California corporate trustee would price at approximately 90 basis points on the trust corpus for full discretionary authority — roughly $54,000 in year one. Under the directed-trust structure, South Dakota Trust Company prices at 20 basis points administrative-only — approximately $12,000 in year one — plus the investment director charges 40 basis points (roughly $24,000), plus the three distribution directors each charge a $2,500 annual retainer ($7,500 total). Total year-one fee: $43,500 vs $54,000 — a saving of about $10,500 in year one, and roughly $120,000 in compound fee savings across the 10-year window.

The distribution-direction advantage is substantially larger than in Case 1 because three beneficiaries in three states with three different tax situations create three separate optimization problems. The California distribution director coordinates that beneficiary's distributions to avoid California's 13.3% top rate; the Texas director front-loads distributions (no state income tax); the New York director spreads distributions to avoid the 6.85% state-plus-city rate on distributions received in New York City. Approximate 10-year after-tax outcome improvement vs a level-drawdown schedule with a single corporate distribution decision: ~$310,000.

Total 10-year net benefit: approximately $310,000 (distribution optimization) + $120,000 (compound fee savings) = ~$430,000 on the $6M base. Incremental drafting cost: approximately $18,000. Net benefit: ~$412,000. For a $6M trust with multiple beneficiaries in different tax situations, the directed-trust structure is clearly load-bearing.

Case 3: Marcus and Diana, $18M combined inherited IRA in Illinois, blended family with minor grandchildren

Marcus and Diana each die within two years of each other, leaving a combined $18M in inherited IRAs to a blended-family trust naming their two adult children (from previous marriages), their two joint adult children, and four minor grandchildren as staged beneficiaries. The trust is drafted in Delaware under 12 Del. C. §3313, names Wilmington Trust as administrative trustee, names a boutique Delaware investment adviser as investment director, names two distribution directors (one for the adult beneficiary tier, one for the grandchildren tier), and names an independent trust protector for oversight-and-adaptation authority.

Under the traditional-trust alternative, a full-discretion corporate trustee in Illinois would price at approximately 75 basis points on the trust corpus — roughly $135,000 in year one. Under the directed-trust structure, Wilmington Trust prices at 15 basis points administrative-only — approximately $27,000 in year one — plus the investment director charges 35 basis points (roughly $63,000), plus the two distribution directors and the trust protector each carry annual retainers totaling approximately $30,000. Total year-one fee: $120,000 vs $135,000 — a modest year-one saving, but the fee-saving math is not the primary driver at this scale. The primary drivers are three: (1) coordinated distribution optimization across the two staged beneficiary tiers; (2) trust protector-driven administrative flexibility across the decades-long trust horizon for the grandchildren tier; and (3) Delaware situs benefits including no state trust income tax and the well-developed §3313 case law.

The distribution-direction advantage across the 10-year window on the adult beneficiary tier and the 20-plus-year window on the grandchildren tier is approximately $1.4M in after-tax outcome improvement vs the traditional-trust alternative. The fee saving compounds to approximately $200,000. The situs-and-flexibility benefit is harder to quantify but was the principal reason the drafters chose Delaware — the tax and legal-environment stability across the multi-decade grandchildren horizon is valued at approximately $500,000 in expected-value terms.

Total 10-plus-year net benefit: approximately $2.1M. Incremental drafting cost: approximately $45,000. Net benefit: ~$2.055M on the $18M base. At this scale, the directed-trust structure is standard practice — traditional-trust alternatives are essentially never chosen for inherited-IRA-plus-multi-generation trusts above $10M.

Six most common directed-trust drafting mistakes

1. Naming the settlor as investment director of the settlor's own irrevocable trust. Causes IRC §2036/§2038 inclusion of trust assets in the settlor's gross estate. Fix: name an independent director; if the settlor wants involvement, retain only the narrow Rev. Rul. 95-58 trustee-removal-and-replacement power with the §672(c) restriction on successors.^[16]
2. Failing to specify the authority scope with precision. A directed-trust statute shields the trustee only when the direction is within the granted authority. An instrument that says "the investment adviser shall have authority over investment decisions" without specifying which decisions (asset selection? custodian selection? veto over trustee-initiated allocations?) creates gaps where beneficiaries can argue the trustee acted without direction and was therefore not shielded. Fix: enumerate the specific decisions inside the authority grant.
3. Failing to name a successor director. A director office that goes vacant loses its function entirely, and the trustee's authority does not automatically expand to fill the gap. Fix: name at least one successor director for each role, and provide a mechanism for appointing further successors — typically by the trust protector, by a designated appointer, or by majority vote of adult beneficiaries.
4. Choosing a non-fiduciary designation without adequate beneficiary protections. A non-fiduciary director designation under Delaware §3313 or South Dakota SDCL 55-1B-6 shields the director from beneficiary lawsuits but also removes the beneficiary's primary remedy for director breach. Fix: use non-fiduciary designation only where there is another beneficiary-protection mechanism (an independent trust protector with removal authority, a defined-standard governing the director's discretion, or a robust notice-and-consent mechanism); default to fiduciary-plus-exculpation for most retail cases.
5. Failing to coordinate directed-trust drafting with the plan-participant beneficiary designation form. The trust's directed-trust architecture is irrelevant if the IRA custodian's beneficiary designation form names an individual instead of the trust, or names the wrong trust, or names the trust in a way that fails the see-through documentation requirement under Treas. Reg. §1.401(a)(9)-4(f). Fix: verify the beneficiary designation form on file with each IRA custodian, and ensure the trust is properly documented as the beneficiary with the required nine-month post-death documentation window in mind.
6. Choosing a governing-law state without matching the trust design. A trust designed around non-fiduciary director designation governed by a UDTA state that imposes fiduciary status by default is a drafting error — the intended shield is unavailable. Fix: match the governing-law state to the intended director-fiduciary design at the outset, and re-verify at each three-year review that the governing-law state has not amended its statute in a way that unwinds the intended structure.

Action checklist for a family with retirement assets over $1M

Frequently asked questions