Tag Archives: Breach of Fiduciary Duties

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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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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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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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

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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

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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

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