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Advancement of Legal Expenses – A Detailed Procedure For How Your Company May...

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...

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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...

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Holding A Corporation’s Owners Personally Liable – Piercing the Corporate...

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....

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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...

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Does Your Business’ Information Qualify for Protection as a Trade Secret? The...

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...

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Changes to the Iowa Model Business Corporation Act?

In the 2013 Legislative Session (the 85th General Assembly), which began January 14, 2013, Iowa Legislators introduced new legislation that proposes several changes to Iowa’s Model Business...

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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...

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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)...

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PART II – 2013 Law Eliminates Statutory Authority to Recover Attorneys’ Fees...

PART II – 2013 Changes to the Iowa Business Corporation Act. This post addresses yet another substantive change to Iowa law – as adopted by the 2013 legislature – and which relates to the ability to...

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Iowa Law Protects LLC’s Owners From Personal Liability

A February 27, 2013 Iowa Court of Appeals opinion serves as yet another real-world example of how and why taking the time to set up a formal entity – in this case an Iowa LLC – can benefit and provide...

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Shareholder Oppression in Iowa as of June 2013

On June 14, 2013, the Iowa Supreme Court published its opinion in Baur v. Baur, an intra-corporate dispute case involving a family business.  After setting forth the case facts, much of the opinion...

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Shareholder Frustration – Iowa’s Standard for Minority Shareholder Oppression...

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:...

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Discounts at Wal-Mart, But What About Your Minority Ownership Interest in an...

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...

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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...

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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...

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It’s Not My Signature, I Can’t Be Bound To That Contract! Not So Fast…

On October 18, 2013, the Iowa Supreme Court published its opinion in Life Investors Insurance Company of America vs. Estate of John M. Carrado and Federal City Region, Inc., No. 13-0102 (October 18,...

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One Thing you Must Know if Someone Has Interfered With Your Contract

It’s often said that “it’s a cut-throat world,” “life is not fair,” and that in order to survive you must hustle.  While there is certainly truth to these concepts, taking your actions to the extreme,...

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Are Shareholders in Small Family Businesses Personally Liable for Business...

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...

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Business Divorce in Iowa – Can I Kick a Fellow Member Out of My Iowa Business?

Iowa Business Divorce Unfortunately, like some marriages, the exciting and passionate fire that burns between business owners and drives them to come together to do amazing work is replaced by a dull...

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As an Owner, Am I Liable for the Debts of my Iowa Limited Liability Company?

Member Protections Under Iowa’s LLC Umbrella Just as shareholders in Iowa corporations are, by default, generally not liable for the debts and liabilities of their corporation, members (a.k.a. owners)...

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