Author Archives: Matthew McKinney

About Matthew McKinney

Attorney focused on civil and commercial litigation.

Discounts at Wal-Mart, But What About Your Minority Ownership Interest in an Iowa Business?

Will your minority ownership interest in an Iowa business be discounted when determining fair value? As described in detail here, on June 14, 2013, the Iowa Supreme Court issued an opinion that clarifies the definition of minority shareholder oppression in Iowa. … Continue reading

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Shareholder Frustration – Iowa’s Standard for Minority Shareholder Oppression PART II

On June 14, 2013, the Iowa Supreme Court published its opinion in John R. Baur vs. Baur Farms, Inc. and Robert F. Baur, (No. 11-0601) (June 14, 2013).  A very short recap of the facts are as follows:  Baur Inc. was a family farm … Continue reading

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Iowa Law Protects LLC’s Owners From Personal Liability

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 … Continue reading

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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

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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

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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

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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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