Author Archives: Matthew McKinney

About Matthew McKinney

Attorney focused on civil and commercial litigation.

Proxies & Voting in an Iowa Corporation

Iowa law allows shareholders in a for-profit corporation to vote their shares in one of two ways: (1) in person; or (2) by proxy.  Notably, while the Iowa Code contains very specific requirements governing many shareholder actions, the code is … Continue reading

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Shareholder Oppression and “Mistreatment” in Iowa Corporations – The Reasonable (And Variable) Expectations Test

Are the actions that constitute shareholder oppression (i.e. mistreatment) the same across all Iowa businesses? Put differently, are shareholders in ABC, Corp. entitled to the same rights and “reasonable expectations” of treatment as shareholders in XYZ, Corp.?  In short, according to … Continue reading

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Open Records Requests – Fees & Policies

Utilizing Iowa’s Open Records laws is often one avenue businesses, news media, and individuals use to obtain information.  On July 19, 2017, the Iowa Court of Appeals reiterated that Iowa law permits public entities to recover their costs for complying … Continue reading

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The 2017 Legislative Session, By the Numbers

The 2017 session of the 87th General Assembly convened on January 9, 2017 and adjourned Sine Die, 104 days later, on Saturday, April 22, 2017 at 7:14 a.m.  During this 104 day period, 1653 bills were introduced, of which 174 … Continue reading

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When Owners in an LLC Are Personally Liable

A recent Iowa Court of Appeals case illustrates that limited liability is not an “automatic” benefit conferred upon business owners when creating an LLC. Specifically, the Iowa Court of Appeals determined

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Iowa’s Open Records Law – Who, What, When, and Why?

Iowa’s Open Records laws permit Iowans and Iowa businesses to obtain numerous types of records and communications from government bodies and officials (e.g. state departments, cities, and schools). Frequently, Iowans and Iowa businesses use these laws to obtain general information about … Continue reading

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Single Taxation Versus Double Taxation and the Iowa LLC

As discussed in this prior post, Iowa Limited Liability Companies have the benefit of electing to have a single layer of tax. When an LLC chooses a single layer of tax, LLCs are taxed as pass-through entities, meaning all earnings pass through … Continue reading

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3 Key Differences Between an Iowa LLC and a Corporation

Single Taxation v. Double Taxation LLCs may be treated as “pass-through” entities at the election of its owners. In other words, the members (i.e. owners) of an LLC are allowed to pass their share of the company’s profits to their personal income … Continue reading

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Iowa Shareholders Can Remove a Director From the Board of Directors

The question may be posed out of concern that the shareholder – who also serves as a director – feels threatened about being ousted as a director. Alternatively, the shareholder may be frustrated with a particular director’s conduct and is … Continue reading

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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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