Tag Archives: Iowa Law for LLCs

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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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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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

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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

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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

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Judicial Dissolution of LLCs – A Remedy That May Vary From State to State

An intra-corporate dispute can lead to the involuntary, judicial dissolution of a limited liability company (“LLC”).  A logical starting point in which to assess a litigant’s ability to seek judicial dissolution of an LLC is to begin with an analysis … Continue reading

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