Tag Archives: Director

5 Must-Consider Clauses for Your Business’ Governing Documents

Including the proper provisions in your business’ governing documents (Articles of Incorporation, Bylaws, Operating Agreement, etc…) can help eliminate several problems – legal and otherwise – down the corporate road.  The following legal issues, all of which relate to a … Continue reading

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Ousting a Corporate Director in Iowa

A Shareholder’s Power to Remove a Director From the Board of Directors Shareholders often inquire: How is a director removed from a corporation’s board of directors?  The question may be posed out of concern that the shareholder – who also … Continue reading

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Fiduciary Duties and Creditors?

Difficult economic times frequently generate unanticipated questions and challenges for a corporation and its creditors.  One unanticipated question may include if or when fiduciary duties should be extended to a corporation’s creditors. While it is well-recognized that officers and directors … Continue reading

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Can I Challenge Poor Decisions Made by my Business’ Management?

The Business Judgment Rule – a rule all business owners / shareholders should consider before challenging decisions made by a business’ management. Generally speaking, decisions made by a business’ management (officers / directors;  member / managers) are protected from outside … 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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Fiduciary Duties

The Who, What, When, Where, and Why of Fiduciary Duties in Small Businesses and Corporations. A Brief Introduction to a Broad, Complex, and Ever-Changing Duty. What is a fiduciary duty? A fiduciary duty is often regarded as the highest duty … Continue reading

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Oppression / Freeze-out

Am I Oppressed? A Minority Shareholder’s / Business Owner’s Diagnosis In businesses and corporations (of all sizes) across the country, the law generally requires management to act in accordance with their fiduciary duties.  A fiduciary duty requires, among other things, … Continue reading

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