Holding A Corporation’s Owners Personally Liable – Piercing the Corporate Veil in an Iowa Corporation

Posted on May 3, 2012 by

Piercing the corporate veil is an equitable remedy employed by Iowa courts “to further the public convenience, cure wrongs, protect against fraud, and advance the ends of justice …”  HOK Sport, Inc. v. FC Des Moines, L.C., 495 F.3d 927, 935 (8th Cir. 2007). To this end, Iowa courts may hold a corporation’s owner(s) liable if Continue reading →

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Personal Liability Protections Afforded to Directors of Iowa Corporations

Posted on April 26, 2012 by

Iowa law enables Iowa corporations to extend important personal liability protections to their directors.  Specifically, Iowa Code Section 490.202(2)(d) permits corporations to protect directors from personal liability for the directors’ actions and/or omission taken in their capacity as board members.  Continue reading →

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Advancement of Legal Expenses – A Detailed Procedure For How Your Company May be Required to Pay (Advance) Your Legal Expenses

Posted on April 15, 2012 by

If you are a director, officer, member, manager, or even an employee in a business, and you find yourself in a legal dispute (formal litigation or otherwise), the business may be required to pay (advance) your legal expenses as they are incurred.  State laws, along with perhaps your organization’s governing documents (including any applicable Operating Agreement, Bylaws, or a Shareholder Agreement), often impose requirements upon businesses to pay (advance) legal expenses in all sorts of cases (to read more on this topic, please click here).  While the business may be legally required (including ordered by a court) to advance legal expenses to you / your attorney as they are incurred (as opposed to at the very end of the case), the business will undoubtedly keep a close eye on those expenses and may seek to challenge the amounts being paid and/or the payment procedure itself.

A business’ challenge to the advancement of legal expenses can prove time consuming and costly for all involved.  In March 2012, the Delaware Court of Chancery acknowledged that in certain cases Continue reading →

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Are Fiduciary Duties a “Default Rule” in LLCs?

Posted on April 11, 2012 by

In an incredibly detailed, 75 page opinion, the Delaware Court of Chancery confirmed that, at least in Delaware, “Default Fiduciary Duties Do Exist In The LLC Context.”  The full opinion, Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), can be found here.  The Auriga Capital Corp. opinion contains Continue reading →

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March 2012, Arizona Attorney – Fiduciary Duties in an Arizona LLC

Posted on March 12, 2012 by


The March 2012 Arizona Attorney contains a detailed article and analysis regarding the current status of fiduciary duties in Arizona LLCs.  The comprehensive article, authored by attorneys serving on a committee developing proposed changes for the Arizona LLC Act, can be viewed and downloaded here:

http://www.azattorneymag-digital.com/azattorneymag/201203/#pg22

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Iowa Limited Liability Companies – Iowa’s Statutory Limitation on Piercing the Corporate Veil of an Iowa LLC

Posted on February 4, 2012 by


Piercing The Corporate Veil in an Iowa Limited Liability CompanyMembers and managers of Iowa limited liability companies (LLCs) are generally protected from incurring personal liability for the act(s) and/or omission(s) of the LLC.  Indeed, Iowa Code Section 489.304 identifies some of the protections afforded to members and managers of an Iowa LLC: Continue reading →

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10 Characteristics of Shareholder Oppression in an Iowa Business – The Iowa Court of Appeals Explains

Posted on January 29, 2012 by

10 Characteristics of Shareholder Oppression in Iowa Businesses

       In Heidecker Farms, Inc. v. Heidecker, the Iowa Court of Appeals identified several different actions / inactions that may arise to shareholder oppression in Iowa.  The court began by explaining shareholder oppression generally, stating: “Oppressive conduct ‘is an expansive term used to cover a multitude of situations dealing with improper conduct which is neither illegal nor fraudulent.’”  The court then identified / referenced ten (10) different characteristics of shareholder oppression in Iowa: Continue reading →

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