Tag Archives: director liability

Care, or Beware! Iowa’s Fiduciary Duty of Care

With Valentine’s Day just around the corner, we think it’s high time to further explore “caring” in the corporate context.  And while we’ve frequently addressed the broad concept of fiduciary duties that Iowa law and Iowa courts impose upon corporate … Continue reading

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Are Shareholders in Small Family Businesses Personally Liable for Business Debts and Liabilities?

Regardless of whether your family business may be considering taking on debt for a much-needed expansion or whether it is facing liability from a lawsuit or other matter, one question frequently arises:  As a shareholder in an Iowa corporation, can … 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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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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Personal Liability Protections Afforded to Directors of Iowa Corporations

Iowa law enables Iowa corporations to extend important personal liability protections to their directors.  Specifically, Iowa Code Section 490.202(2)(d) permits corporations to protect directors from personal liability for the directors’ actions and/or omission taken in their capacity as board members. 

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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

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A Director’s Duty to Remain Silent

Protecting confidential and non-public information In the criminal world you may have a right to remain silent, but if you are a director in a corporation you have a duty to remain silent. As outlined here, directors of a corporation … Continue reading

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