Author Archives: Matthew McKinney

About Matthew McKinney

Attorney focused on civil and commercial litigation.

PART II – 2013 Law Eliminates Statutory Authority to Recover Attorneys’ Fees in Derivative Litigation

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder | Tagged , , , , , , , , , , , , , , | Leave a comment

PART I – A Director’s Fiduciary Duty to Question and Disclose Information?

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder | Tagged , , , , , , , , , , , , , , , , , | 1 Comment

Governor Branstad Approves Changes to Iowa’s Business Corporation Act

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder | Tagged , , , , , , , | Leave a comment

Changes to the Iowa Model Business Corporation Act?

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, … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder | Tagged , , , , , | 1 Comment

Does Your Business’ Information Qualify for Protection as a Trade Secret? The Iowa Supreme Court Explains.

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 … Continue reading

Posted in Business Owner, Litigation | Tagged , , , , , , , , , | Leave a comment

Does the Lack of a Succession Plan Constitute a Breach of Fiduciary Duty?

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder | Tagged , , , , , , , , , , , | Leave a comment

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

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer, Shareholder | Tagged , , , , , , , , , | 2 Comments

Personal Liability Protections Afforded to Directors of Iowa Corporations

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. 

Posted in Business Owner, Director, Intra-corporate dispute, Litigation | Tagged , , , , , , , , , , | Leave a comment

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

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer | Tagged , , , , , , , , , , , | Leave a comment

Are Fiduciary Duties a “Default Rule” in LLCs?

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 … Continue reading

Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Officer, Partners, Shareholder | Tagged , , , , , , , , , , , , | 1 Comment