Tag Archives: Iowa Business Law

2 Must Know Duties Between Partners in a Partnership

Legal Duties Between Iowa Partners The Holidays are upon us, and just as tempers can unfortunately flare during family gatherings, so too can they flare between partners at Holiday parties.  And while frustrations arise for good, bad, and other reasons, … Continue reading

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As an Owner, Am I Liable for the Debts of my Iowa Limited Liability Company?

Member Protections Under Iowa’s LLC Umbrella Just as shareholders in Iowa corporations are, by default, generally not liable for the debts and liabilities of their corporation, members (a.k.a. owners) in Iowa limited liability companies are also generally not liable for … Continue reading

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It’s Not My Signature, I Can’t Be Bound To That Contract! Not So Fast…

On October 18, 2013, the Iowa Supreme Court published its opinion in Life Investors Insurance Company of America vs. Estate of John M. Carrado and Federal City Region, Inc., No. 13-0102 (October 18, 2013) and found that you may be bound … Continue reading

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The Relief You May Seek if You Are Suffering From Shareholder Oppression

So you’re suffering from shareholder oppression and you’re hoping relief is available; what relief may you seek in Iowa?   Shareholder oppression may be difficult to “diagnose” (read more here), but once diagnosed and similar to any other ailment, the … 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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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 Your Business’ Information Qualify for Protection as a Trade Secret? The Iowa Supreme Court Explains.

On July 27, 2012 the Iowa Supreme Court published its opinion in Iowa Film Production Services et al. v. Iowa Department of Economic Development, No. 10-1719 (July 27, 2012).  The Iowa Film opinion addresses several issues, including how Iowa courts define trade … 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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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

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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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