Contact the author:
Matthew H. McKinney, Esq.
BrownWinick Law Firm
Ruan Center, Suite 2000
Des Moines, IA 50309
mckinney@brownwinick.com
Direct: 515.242.2468Site Search
Live Updates
- RT @ProfBainbridge: My article on reverse veil piercing used in ACA mandate litigation brief bit.ly/1baOMeK 1 week ago
- RT @fpileggi: FRCP Amendments Could Change Discovery As We Know It law360.com/productliabili… 2 weeks ago
- RT @fpileggi: Delaware judge orders Wal-Mart to give shareholders more info related to bribery allegations zite.to/175N01X via @zite 3 weeks ago
- RT @ProfBainbridge: Useful Delaware Caremark/Derivative suit opinion bit.ly/121RWDa 3 weeks ago
- RT @fpileggi: Can You Resign from the Board of a Troubled Company? clsbluesky.law.columbia.edu/2013/05/23/can… 3 weeks ago
Category Archives: Officer
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
Leave a comment
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
Leave a comment
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
Leave a comment
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
Leave a comment
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
Leave a comment
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
Leave a comment
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
1 Comment
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
1 Comment
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
1 Comment
