Corporations and limited liability companies are oft-utilized because they generally insulate the owners of the business from business liabilities. A “corporation is regarded as a wholly and separate legal entity, distinct from the members who compose it.” Blanks v. Fluor Corp., 450 S.W.3d 308, 375 (Mo. Ct. App. 2014). An exception to this rule is…
Legal Articles
Corporate Derivative Shareholder Claims, Beneficiary Trust Claims
With corporations, the directors and officers manage the corporation for the benefit of the shareholders. With trusts, the trustees manage the trust for the benefit of the beneficiaries. When a corporate officer/director commits a wrong against the corporation, or causes another injury to the corporation, a shareholder can bring a derivative on behalf of the…
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. …
Ultra Vires Actions, Corporate & Business Litigation
There’s a general principle in corporate and business litigation — the “business judgment rule” — which generally means that courts will not interfere in the management of the internal affairs of a corporation. Golden v. St. Joseph Milke Producers’ Association, 420 S.W.2d 31, 33 (Mo. Ct. App. 1967). For the Court to intervene, there must be…
Corporate Litigation: Involuntary Dissolution and Liquidation
Generally, corporate “dissolution” refers to the termination of the corporation. It can happen voluntarily or involuntarily. In Missouri, certain corporations may be involuntary dissolved based upon a lawsuit by a shareholder. Dissolution of a corporation is an equitable action granted by Missouri statutes. Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. Ct. App. 1992)….