Tag Archives: Minority Shareholder

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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Discounts at Wal-Mart, But What About Your Minority Ownership Interest in an Iowa Business?

Will your minority ownership interest in an Iowa business be discounted when determining fair value? As described in detail here, on June 14, 2013, the Iowa Supreme Court issued an opinion that clarifies the definition of minority shareholder oppression in Iowa. … 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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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

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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

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Slow Down and Think Twice About Filing a Derivative Claim Before Trying to Inspect Books and Records

The latest case in a string of Delaware Court opinions raises – again – an interesting question regarding a derivative plaintiff’s ability to inspect a corporation’s books and records after he/she files a derivative complaint. In a November 30, 2011 opinion – Central Laborers … Continue reading

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Oppression / Freeze-out

Am I Oppressed? A Minority Shareholder’s / Business Owner’s Diagnosis In businesses and corporations (of all sizes) across the country, the law generally requires management to act in accordance with their fiduciary duties.  A fiduciary duty requires, among other things, … Continue reading

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