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Matthew H. McKinney, Esq.
BrownWinick Law Firm
Ruan Center, Suite 2000
Des Moines, IA 50309
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Tag Archives: Iowa Corporate Law
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
As originally noted here, on March 6, 2013 a bill was introduced in the Iowa legislature to enact several changes to Iowa’s Business Corporation Act (Iowa Code Chapter 490). After receiving unanimous approval from both the Iowa House of Representatives … Continue reading
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
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
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
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.
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
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
10 Characteristics of Shareholder Oppression in an Iowa Business – The Iowa Court of Appeals Explains
In Heidecker Farms, Inc. v. Heidecker, the Iowa Court of Appeals identified several different actions / inactions that may arise to shareholder oppression in Iowa. The court began by explaining shareholder oppression generally, stating: “Oppressive conduct ‘is an … Continue reading
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