Category Archives: Intra-corporate dispute

Understand Your Burden of Proof Before Exercising the Nuclear Option

Duty of Care v. Duty of Loyalty and the Shifting Burden of Proof Intra-corporate dispute cases frequently involve litigants asserting breach of fiduciary duty claims.  More specifically, they involve plaintiffs alleging the defendant(s) breached his/her duty of care and duty … Continue reading

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Personal Liability for Failing to Hold LLC Meetings and Keep Corporate Minutes?

On January 9, 2014, the Iowa Court of Appeals published its opinion in Northeast Iowa CO-OP., n/k/a Viafield v. Joel Lindaman et al., No. 3-1058 / 13-0297 January 9, 2014 (Full Opinion Here), which is yet another Iowa Court of … Continue reading

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As an Owner, Am I Liable for the Debts of my Iowa Limited Liability Company?

Member Protections Under Iowa’s LLC Umbrella Just as shareholders in Iowa corporations are, by default, generally not liable for the debts and liabilities of their corporation, members (a.k.a. owners) in Iowa limited liability companies are also generally not liable for … Continue reading

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The Relief You May Seek if You Are Suffering From Shareholder Oppression

So you’re suffering from shareholder oppression and you’re hoping relief is available; what relief may you seek in Iowa?   Shareholder oppression may be difficult to “diagnose” (read more here), but once diagnosed and similar to any other ailment, the … Continue reading

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What you Need to Consider When Selling a Majority Ownership in a Corporation

As discussed in several previous posts (here and here), Iowa law recognizes the existence of fiduciary duties between majority and minority shareholders in Iowa corporations.  See Linge v. Ralston Purina Co., 293 N.W.2d 191, 194 (Iowa 1980); see also Cookies Food Prods., Inc. v. … Continue reading

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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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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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