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)….

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