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Category: Business, Corporate

Corporate Director/Officer, Limited Liability Company Manager Liability

Corporate officers and directors, as well as managers of limited liability companies (LLC), are generally protected from discretionary business decisions. Inevitably, when a suit is filed by a shareholder of a corporation or member of a LLC , the director, officer or manager will assert the business judgment rule as a defense to the lawsuit.  […]

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Arbitration Waivers

Aribtration clauses are becoming increasingly common as a way to more expeditiously resolve disputes that can arise between parties to a contract. With an arbitration, a neutral, third-party arbitrator decides the case, as opposed to a judge or a jury. Many disputes can arise with respect to the enforceability of an arbitration provision (e.g., unconscionability, […]

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Lost Stock Certificates, Corporate Ownership

Stock certifciates are the legal documents which demonstrate that you own some or all of a corporation. While there is no technical requirement for how they are to appear, they often look similar to an automobile certificate of title. What happens when you lose them? How can you demonstrate and prove that you have an […]

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Civil Conspiracy, Corporations, Independent Personal Stakes

To make a claim for civil conspiracy in Missouri, you must show that there are (1) two or more persons, (2) an unlawful objective, (3) a meeting of the minds, (4) at least one act in furtherance of the conspiracy and (5) injury to Plaintiff. Phelps v. Bross, 73 S.W.3d 651, 657 (Mo. Ct. App. 2002). […]

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Supersedeas, Appeal Bonds, Stay of Execution

If someone obtains a favorable verdict and/or a judgment for money against you, and you decide to appeal, is there anything stopping the other side from trying to collect the money judment while the appeal is pending? In Missouri, you may be surprised to know that simply filing an appeal does not legally stop the […]

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Partition Sales of Real Estate in Missouri

When real estate is owned by more than one person or entity, it is possible to file a partition lawsuit to force the sale or division of the real estate. While it is possible for a court to decide to partition real estate into separate parcels and give them to the owners in proportion to […]

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Corporate Officer-Director Duties, Post Employment Responsibilities

Officers and directors of a corporation occupy a fiduciary position in relation to the corporation and its shareholders. The position is one of trust and officer and directors are obligated to act with fidelity and must subordinate their personal interest to the interest of the corporation should there be a conflict. Johnson v. Duensing, 351 S.W.2d […]

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Drag-Along Rights and Tag-Along Rights

When starting any type of business with multiple owners (whether it be a limited liability company, corporation, partnership, etc.) it is important to include provisions relating to the sale of the business to a third-party purchaser. These types of provisions are especially important if the owners ultimately intend to sell the business to someone else. […]

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Personal Liability from a Business Debt

There are certain circumstances in which a business liability can flow through and result in personal liability to a business owner. Missouri law permits a court to “pierce the corporate veil” and make an owner liable for a business debt when the following is shown:  (1) There is control and complete domination, not only of […]

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Special Circumstances Exception to Attorney Fees

There are exceptions to the general rule that a party/litigant must cover its attorney fees in litigation regardless of the outcome. The exceptions are when (1) fees are authorized by statute or contract, (2) very unusual circumstances exist so it may be said equity demands a balance of benefits, (3) the fees result from an […]

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