Author Archives: Matthew McKinney

About Matthew McKinney

Attorney focused on civil and commercial litigation.

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

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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

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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

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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

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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. 

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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

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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

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

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 … Continue reading

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

Members 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 … Continue reading

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

       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 … Continue reading

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