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Matthew H. McKinney, Esq.
BrownWinick Law Firm
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Des Moines, IA 50309
mckinney@brownwinick.com
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Live Updates
- New Blog Post: Iowa Law Protects LLC's Owners From Personal Liability wp.me/pJTsp-dH 3 days ago
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- Iowa Fiduciary Duties - A Director's Duty to Question and Disclose? wp.me/pJTsp-db 1 week ago
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Category Archives: Director
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 Attorneys Fees, Business Dispute, Business Divorce, corporate dispute, Court Costs, Derivative Claim, Derivative Litigation, director liability, Iowa Attorney, Iowa Corporate Litigation, Iowa corporation, Iowa Lawyer, Iowa Legislature, Shareholder Liability, Shareholder Litigation
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder
Tagged Board of directors, Business Dispute, Business Divorce, corporate dispute, Director Duties, director liability, director personal liability, Duty to Disclose, Duty to Question, Fiduciary Duties, Fiduciary Duties in a Corporation, Iowa Attorney, Iowa Business Law, Iowa Corporate Law, Iowa Directors, Iowa Law, Iowa Lawyer, Shareholder Dispute
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder
Tagged 2013 Legislature, Governor Branstad, Iowa Corporate Law, Iowa corporation, Iowa Law, Iowa Legislature, Iowa Model Business Corporation Act, New Iowa law
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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
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 Board of directors, Breach of Fiduciary Duties, Derivative Claim, Derivative Litigation, director liability, Intra-corporate dispute, Iowa Business Law, Iowa Corporate Law, Iowa Directors, Iowa Intra-corporate disputes, Iowa litigation, Succession Plan
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer, Shareholder
Tagged Alter Ego, director personal liability, Iowa Business Law, Iowa Business Owner, Iowa Corporate Law, Iowa Courts, Iowa Law, Iowa Personal Liability, Owner Liability, Piercing the Corporate Veil
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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.
Posted in Business Owner, Director, Intra-corporate dispute, Litigation
Tagged Board of directors, Board of Directors Protections, director liability, director personal liability, eliminate director liability, Iowa Corporate Law, Iowa Corporate Litigation, Iowa litigation, Iowa Personal Liability, Limit director liability, protection for 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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer
Tagged Advancement, Advancement of legal expenses, Attorney Fees, director liability, directors officers shareholders legal expenses corporation company, Intra-corporate dispute, Iowa litigation, Litigation Expenses, Manager Liability, Member Liability, officer liability, Reimburse Attorney Fees and Costs
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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
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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