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Matthew H. McKinney, Esq.
BrownWinick Law Firm
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Des Moines, IA 50309
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Tag Archives: Iowa Business Law
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 Litigation, Shareholder, Business Owner, Director, Officer, Intra-corporate dispute, New Law, Partners, Partnership, Member, Manager
Tagged Board of directors, Fiduciary Duties, director liability, Fiduciary Duties in a Corporation, Duty to Disclose, corporate dispute, Iowa Corporate Law, Iowa Business Law, Iowa Directors, Iowa Law, director personal liability, Director Duties, Duty to Question, Shareholder Dispute, Business Dispute, Business Divorce, Iowa Lawyer, Iowa Attorney
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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
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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Iowa Limited Liability Companies – Iowa’s Statutory Limitation on Piercing the Corporate Veil of an Iowa LLC
Members and managers of Iowa limited liability companies (LLCs) are generally protected from incurring personal liability for the act(s) and/or omission(s) of the LLC. Indeed, Iowa Code Section 489.304 identifies some of the protections afforded to members and managers of an … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, Officer
Tagged Corporate Formalities, Iowa Business Law, Iowa Business Owner, Iowa Code Section 489.304, Iowa Corporate Law, Iowa Law, Iowa Law for LLCs, LLC Liability, Manager Liability, Member Liability, Piercing the Corporate Veil
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The Business Judgment Rule – a December 2011 Iowa Supreme Court Opinion
On December 16, 2011, the Iowa Supreme Court published its opinion in Robert Oberbillig et al. v. West Grand Towers Condominium Association, click here for the opinion. The case involved a legal question regarding whether the business judgment rule applies to actions of … Continue reading
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Shareholder
Tagged Board of Directors Protections, business, Business Judgment Rule, business owner's questions, condominium association, Good Faith Board Decisions, homeowners association, Iowa Business Law, Iowa Corporate Law, Iowa Directors, Iowa Law for LLCs, Iowa Supreme Court, Judge in the Board Room, nonprofit corporation, Poor Business Decision, Small Business Legal Considerations
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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 Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Shareholder
Tagged Attorney-Client Privilege, Business Disputes, business owner's questions, company attorney, Corporate Action, corporate attorney, Corporate Corruption, corporate investigation, in-house counsel, Iowa Business Law, Iowa Corporate Law, Iowa Law for LLCs, Objecting to Corporate Action, outside counsel, representing an organization
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