Category Archives: Officer

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

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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

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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

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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

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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

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Build Your Small Business On A Solid Legal Foundation – 5 Tips

Building your small business on a solid legal foundation is as essential as building a physical structure on solid ground – a weak foundation (whether physical or legal) may result in the business crumbling.  So what can you do to build … Continue reading

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February 25, 2011 – Update RE: Demand to Inspect Corporate Book & Records

On February 21, 2011, the Delaware Court of Chancery handed down an opinion regarding an LLC member’s right to conduct a books and records inspection on matters that occurred before the member obtained an ownership interest in the LLC.  Max … Continue reading

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Judicial Dissolution of LLCs – A Remedy That May Vary From State to State

An intra-corporate dispute can lead to the involuntary, judicial dissolution of a limited liability company (“LLC”).  A logical starting point in which to assess a litigant’s ability to seek judicial dissolution of an LLC is to begin with an analysis … Continue reading

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January 28, 2011 Books and Records Inspection Opinion

On January 28, 2011, the Delaware Supreme Court issued an opinion relating to a derivative shareholder’s books and records inspection action.  See the full opinion here.  In the opinion, the Delaware Supreme Court focuses on what constitutes a “proper purpose” for inspection, a … Continue reading

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Intra-corporate Disputes Ignited by Family Interests and Expectations

Corporate control often serves as the match that ignites intra-corporate disputes.  The fire ignited by corporate control issues often explodes when the interests and expectations of family members are thrown in.  A cursory review of case law in the intra-corporate … Continue reading

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