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Matthew H. McKinney, Esq.
BrownWinick Law Firm
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Des Moines, IA 50309
mckinney@brownwinick.com
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Tag Archives: Iowa Corporate 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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Governor Branstad Approves Changes to Iowa’s Business Corporation Act
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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Manager, Member, New Law, Officer, Partners, Partnership, Shareholder
Tagged 2013 Legislature, Governor Branstad, Iowa Corporate Law, Iowa corporation, Iowa Law, Iowa Legislature, Iowa Model Business Corporation Act, New Iowa law
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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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Personal Liability Protections Afforded to Directors of Iowa Corporations
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.
Posted in Business Owner, Director, Intra-corporate dispute, Litigation
Tagged Board of directors, Board of Directors Protections, director liability, director personal liability, eliminate director liability, Iowa Corporate Law, Iowa Corporate Litigation, Iowa litigation, Iowa Personal Liability, Limit director liability, protection for board members
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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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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Officer, Partners, Partnership
Tagged Corporate Freeze-out, Iowa Business Owner, Iowa Corporate Law, Iowa lawsuit, Iowa litigation, Iowa Shareholder, Majority Shareholder, Minority Shareholder, Shareholder Litigation, Shareholder Oppression, Shareholder Questions, Shareholder Relief, Shareholder Rights
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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
Posted in Business Owner, Director, Intra-corporate dispute, Litigation, Shareholder
Tagged Breach of Fiduciary Duties, Corporate Corruption, corporate oppression, Director Oppression, Freeze-out, Iowa Corporate Law, Iowa corporation, Iowa Court of Appeals, Majority Shareholder, Minority Shareholder, Oppression
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