Tag Archives: Iowa litigation

Do Fiduciary Duties Apply Between Equal, 50/50 Shareholders?

Fiduciary duties are often described as the highest duties recognized under the law.  Their application, however, is often challenged by litigants in court.  In a recent case before Iowa’s Business Court, the Honorable Judge John Telleen was tasked with determining whether equal, 50/50 … Continue reading

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Protecting Your Business’ Trade Secret in a Court of Law

Savvy business owners understand the value of protecting proprietary information, especially when the information provides a competitive advantage in the marketplace (commonly referred to as a trade secret).  What happens, however, when your business is unexpectedly defending claims in a public … Continue reading

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Follow State Law or Risk Negligence Per Se Claim

Negligence is a term commonly used by lawyers and non-lawyers alike.  But what does the term mean?  In short, this one word generally describes one party’s failure to exercise reasonable care, causing damage to another.  Recently, the Iowa Court of Appeals … Continue reading

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Deleting Emails May Muddy Legals Waters

Purging emails has been the topic of conversation amongst political pundits over the past few weeks, but how, if at all, can cleansing emails create legal problems for your business? One example… the Court system. In short, Iowa law generally prohibits … Continue reading

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Can I Force My Iowa Corporation to Buy My Stock?

Minority shareholders seeking to exit an Iowa corporation frequently ask, “can I force my closely-held Iowa corporation to purchase my stock.”  A great question, but one that is frequently met with a variety of answers.  On January 21, 2014, the Delaware Supreme Court … 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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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

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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. 

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Advancement of Legal Expenses – A Detailed Procedure For How Your Company May be Required to Pay (Advance) Your Legal Expenses

If you are a director, officer, member, manager, or even an employee in a business, and you find yourself in a legal dispute (formal litigation or otherwise), the business may be required to pay (advance) your legal expenses as they … 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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