Tag Archives: Iowa Corporate Law

Showing Shareholders the Money in Iowa Corporations

Are Iowa corporations required to disclose financial information to shareholders? Iowa law requires Iowa corporations to provide certain financial information to their shareholders.  In particular, Iowa Code Section 490.1620 mandates Iowa corporations provide their shareholders with “annual financial statements.”  As … Continue reading

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7 Corporate Records an Iowa Corporation Must Keep

Iowa shareholders who are either seeking to learn more about their corporation or who are investigating potential corporate wrongdoing, often inquire as to what corporate records (i.e. documents) their corporation must keep.  Not surprisingly, reviewing a corporation’s records often provides shareholders … Continue reading

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Understand Your Burden of Proof Before Exercising the Nuclear Option

Duty of Care v. Duty of Loyalty and the Shifting Burden of Proof Intra-corporate dispute cases frequently involve litigants asserting breach of fiduciary duty claims.  More specifically, they involve plaintiffs alleging the defendant(s) breached his/her duty of care and duty … Continue reading

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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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Business Owners Taking Legal Mulligans? Caution!

Successor Liability in Iowa The Legal Mulligan You May Not Want to Take While mulligans are commonplace on the golf course, they can spell trouble for business owners in the business world.  In particular, business owners who believe they can … 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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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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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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Shareholder Frustration – Iowa’s Standard for Minority Shareholder Oppression PART II

On June 14, 2013, the Iowa Supreme Court published its opinion in John R. Baur vs. Baur Farms, Inc. and Robert F. Baur, (No. 11-0601) (June 14, 2013).  A very short recap of the facts are as follows:  Baur Inc. was a family farm … Continue reading

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