101 South Hanley, Suite 1280 Clayton, MO 63105
314.283.8930; henry@elsterlaw.com

Intra-Corporate Immunity, Defamation

Defamation generally consists of a (1) publication, (2) a defamatory statement, that (3) identifies the plaintiff, that is (4) false, that is (5) published with the requisite degree of fault and (6) damages to the plaintiff’s reputation. Nazeri v. Missouri Valley College, 860 S.W.2d 303 (Mo. banc 1993). The publication must be to a third-person. […]

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When you may be Personally Liable for LLC or Corporate Debt

One of the main benefits to forming a limited liability company or corporation is that the owners of the company are usually not personally responsible for the debts of the busness. There are exceptions to this general rule. First and foremost, if there is a personal guarantee for a business debt, then the personal guarantor […]

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Corporate Dissolution & Discontinuance, Shareholder Disagreement

There are a number of ways a corporation can be dissolved through a lawsuit in Missouri. Some of the methods depend on the nature of the corporation (e.g., close corporation, statutory close corporation). There are a few which further depend on whether the directors, officers and/or shareholders are in a “gridlock” or “stalemate” with respect […]

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Voting Trusts, Corporations

A “voting trust” is an agreement where one or more shareholders appoints a trustee to vote on behalf of the shareholders at a corporate meeting. It is in effect a more nuanced proxy arrangements (a proxy is usually legally authorized to vote on another person’s behalf). The principle difference is that a voting trust document […]

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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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