Legal Articles

Corporate Provisional Directors

Corporate litigation and disputes can often lead to unintended consequences. Section 351.323, RSMo discusses a scenario in which the court may appoint a third-party provisional director of a corporation when there is an (a) even number of directors who are equally divided so that business can no longer be conducted and/or (b) when there is…

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)….

Corporate Derivative Lawsuits: Elements & Purpose

A derivative lawsuit is when a shareholder sues directors on behalf of the corporation for some impropriety. It is termed a “derivative” lawsuit because the lawsuit arises out of the individual shareholder’s ownership of shares in the company. Most types of derivative lawsuits allege mismanagement against the directors or other specific instances of fiduciary misconduct…

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