101 South Hanley, Suite 1280 Clayton, MO 63105
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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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Business Judgment Rule

In Missouri, the “Business Judgment Rule” is a legal principle which protects directors and officers of a corporation from liability for decisions made within the director’s or officer’s authority that are made in good faith and uninfluenced by any other consideration than the honest belief that the action serves the best interests of the corporation. Betty […]

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LLC Litigation, Involuntary Dissolution

Although corporations and limited liability companies (“LLC”) have many similar legal characteristics, they do have some dissimilarities when it comes to litigation. Both corporations and LLCs may be involuntarily dissolved by the Missouri attorney general or shareholders or LLC members. There is a clear difference , however, in when a shareholder may move to dissolve a corporation […]

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Successor Liability: Corporate & Business

The general rule in Missouri is that when one corporation/business sells or transfers all of its assets to another corporation/business the latter is not liable for the debts and liabilities of the former. This is because Missouri recognizes the distinction between (a) corporate mergers or the sale and purchase of outstanding stock of a corporation […]

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Joint Business Ventures/Enterprises

A joint venture is a partnership of one or more sole proprietors, partnerships, corporations, or limited liability companies formed  for the purpose engaging in a specific type of business. The most obvious advantage with a joint venture agreement is that a new business entity does not necessarily have to be created to effectuate the joint […]

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Corporate Shareholder Derivative Claims

Management of a corporation’s operations is vested in a board of directors. The board of directors, in turn, owe the corporation’s shareholders a fiduciary duty of loyalty, due diligence, and care. What happens if the board of directors violates this fiduciary duty? Given that management of the corporation is vested in the board of directors, […]

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Starting/Forming a Business Entity

Although not  a formal prerequisite to operating a business, forming a business entity is essentially a must for every business owner. Limited liability is a key aspect in any business operation to shield your personal assets and estate from any debts/obligations of the business. Moreover, it is often the case that banks or vendors will […]

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Corporate/Business Registered Agents

Missouri law requires that each and every business entity which carries on business in the State — partnerships, limited liability companies, corporations, etc. — have a registered agent. The registered agent may be either an individual, domestic corporation, or a foreign corporation authorized to do business in Missouri. The basic purpose of the registered agent […]

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