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: Shareholder
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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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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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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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 Litigation, Shareholder, Business Owner, Director, Officer, Intra-corporate dispute
Tagged business owner's questions, Corporate Corruption, Corporate Action, Objecting to Corporate Action, Business Disputes, Attorney-Client Privilege, Iowa Law for LLCs, in-house counsel, outside counsel, company attorney, corporate attorney, representing an organization, Iowa Corporate Law, Iowa Business Law, corporate investigation
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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
