Contact the author:
Matthew H. McKinney, Esq.
BrownWinick Law Firm
Ruan Center, Suite 2000
Des Moines, IA 50309
mckinney@brownwinick.com
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Category Archives: Business Owner
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 Arizona Business Law, Arizona Intra-corporate dispute, Breach of Fiduciary Duties, Fiduciary Duties, Fiduciary Duties in a Business, Fiduciary Duties in an LLC, Fiduciary Duties in Arizona, Iowa Business Law, Iowa Corporate Law, Iowa Intra-corporate disputes, Iowa Law, Iowa Law for LLCs, Iowa litigation
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer
Tagged Corporate Formalities, Iowa Business Law, Iowa Business Owner, Iowa Code Section 489.304, Iowa Corporate Law, Iowa Law, Iowa Law for LLCs, LLC Liability, Manager Liability, Member Liability, Piercing the Corporate Veil
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Partners, Partnership
Tagged Corporate Freeze-out, Iowa Business Owner, Iowa Corporate Law, Iowa lawsuit, Iowa litigation, Iowa Shareholder, Majority Shareholder, Minority Shareholder, Shareholder Litigation, Shareholder Oppression, Shareholder Questions, Shareholder Relief, Shareholder Rights
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What is a Trade Secret? The Iowa Court of Appeals Explains Trade Secret Law in Iowa
It is no secret that business and corporate disputes frequently involve valuable business information that is broadly categorized, often mistakenly, as a “trade secret.” And while the law extends certain protections to trade secrets, the first question that should … Continue reading
Business Partnerships in Iowa – Potential Inadvertent Legal Relationships
Are you a sole proprietor simply conducting business with another person? Or, is that “person” actually your partner in a legally recognized partnership? While you may not believe you are a partner in a partnership with that “person,” surprise, a … Continue reading
Posted in Business Owner, Intra-corporate dispute, Litigation, Partners, Partnership
Tagged Business Disputes, Business Owners, Business Partners, Business partnerships, Inadvertent business partners, Iowa Court of Appeals, Iowa Law for Business Partners, Iowa Law for Partnerships, Iowa Partnership law, Partner, Partnership, Sole Proprietorship, Starting a business
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Oppression, Breach of Fiduciary Duties, Freeze Out, and Judicial Dissolution – An Iowa Court of Appeals 2011 Analysis
The Iowa Court of Appeals addressed Oppression, Breach of Fiduciary Duty, Freeze Out, and Judicial Dissolution in Jochimsen v. Wapsi Hunting Club, Inc., 803 N.W.2d 672 (Iowa Ct. App. 2011) (CLICK HERE FOR THE OPINION). As described below, among other issues, … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Shareholder
Tagged Breach of Fiduciary Duties, Corporate Corruption, corporate oppression, Director Oppression, Freeze-out, Iowa Corporate Law, Iowa corporation, Iowa Court of Appeals, Majority Shareholder, Minority Shareholder, Oppression
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The Business Judgment Rule – a December 2011 Iowa Supreme Court Opinion
On December 16, 2011, the Iowa Supreme Court published its opinion in Robert Oberbillig et al. v. West Grand Towers Condominium Association, click here for the opinion. The case involved a legal question regarding whether the business judgment rule applies to actions of … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Shareholder
Tagged Board of Directors Protections, business, Business Judgment Rule, business owner's questions, condominium association, Good Faith Board Decisions, homeowners association, Iowa Business Law, Iowa Corporate Law, Iowa Directors, Iowa Law for LLCs, Iowa Supreme Court, Judge in the Board Room, nonprofit corporation, Poor Business Decision, Small Business Legal Considerations
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Slow Down and Think Twice About Filing a Derivative Claim Before Trying to Inspect Books and Records
The latest case in a string of Delaware Court opinions raises - again - an interesting question regarding a derivative plaintiff’s ability to inspect a corporation’s books and records after he/she files a derivative complaint. In a November 30, 2011 opinion – Central Laborers … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Shareholder
Tagged books and records inspection, Corporation books and records inspection, Derivative Claim, Derivative Litigation, formal written discovery, Iowa Business Law, Iowa Corporate Law, Litigation discovery, Minority Shareholder, Proper purpose, Shareholder Dissent, Shareholder Litigation, shareholder's concerns, shareholder's questions, shareholder's rights
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Your Company’s Attorney – Who Must He / She Take Direction From?
Is your company’s attorney required to take direction from you? In a close corporation or small business, directors, officers, shareholders, and employees (as well as a limited liability company’s members and mangers) often inquire as to whom the company’s attorney … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Shareholder
Tagged Attorney-Client Privilege, Business Disputes, business owner's questions, company attorney, Corporate Action, corporate attorney, Corporate Corruption, corporate investigation, in-house counsel, Iowa Business Law, Iowa Corporate Law, Iowa Law for LLCs, Objecting to Corporate Action, outside counsel, representing an organization
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