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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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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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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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