A February 27, 2013 Iowa Court of Appeals opinion serves as yet another real-world example of how and why taking the time to set up a formal entity – in this case an Iowa LLC – can benefit and provide protection to the LLC’s owners (whether members or managers). In the February 2013 opinion, Continue reading
PART II – 2013 Changes to the Iowa Business Corporation Act.
This post addresses yet another substantive change to Iowa law – as adopted by the 2013 legislature – and which relates to the ability to recover reasonable attorneys fees in derivative litigation. The 2013 bill amends existing Iowa law (Iowa Code Section 490.746) by eliminating a court’s statutory authority to award attorneys’ fees incurred in a derivative proceeding. The amended subsection (below and redlined) Continue reading
PART I – 2013 Changes to the Iowa Business Corporation Act.
This post is the first in a series of posts that will address several changes to the Iowa Business Corporation Act (Iowa Code Chapter 490) as approved by the Iowa legislature and signed by Governor Terry Branstad during the 2013 legislative session.
One many changes to Iowa’s Business Corporation Act relates to a directors’ duty to disclose information in discharging his/her fiduciary duties. The newly adopted subsection, which amends Iowa Code Section 490.830, states:
In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information which the director knows is not already known by them but is known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
Upon first blush, this language may seem fairly straightforward. In practice, however, and upon deeper analysis, the language may raise several questions and dilemmas. For instance, when a plaintiff Continue reading
As originally noted here, on March 6, 2013 a bill was introduced in the Iowa legislature to enact several changes to Iowa’s Business Corporation Act (Iowa Code Chapter 490). After receiving unanimous approval from both the Iowa House of Representatives and the Iowa Senate, the bill was sent to Governor Branstad for signature on April 2, 2013. Three days later, April 5, 2013, Governor Branstad signed House File 469 in to law. Click here for a complete copy of the new law. Sign-up (to the right) and follow this blog for future posts addressing how House File 469 amends Iowa law.
In the 2013 Legislative Session (the 85th General Assembly), which began January 14, 2013, Iowa Legislators introduced new legislation that proposes several changes to Iowa’s Model Business Corporation Act. As of March 6, 2013, the bill, HSB143, has been introduced, discussed, and voted out of the House Judiciary Committee. To track and/or read the proposed legislation, please click here:
On July 27, 2012 the Iowa Supreme Court published its opinion in Iowa Film Production Services et al. v. Iowa Department of Economic Development, No. 10-1719 (July 27, 2012). The Iowa Film opinion addresses several issues, including how Iowa courts define trade secrets. The Court explained Continue reading
On June 21, 2012, in response to Plaintiff alleging HP’s Board of Directors breached their fiduciary duties to the company and its shareholders by failing to implement a succession plan, the Delaware Court of Chancery explained that it is “not aware” of any “Delaware precedent that stands for the proposition that failure to adopt a long-term succession plan amounts to a breach of duty.” Zucker v. Andresssen, C.A. No. 6014-VCP, p. 28 (Del. Ch. June 21, 2012) (CLICK FOR OPINION). In support of its opinion, the Court cited another case, acknowledging: “[a]spirational ideals of good corporate governance practices for boards of directors that go beyond the minimal legal requirements of the corporation law are highly desirable, Continue reading
