Nyemaster Goode Team Succeeds on Case of First Impression Before Iowa Supreme Court


June 1, 2022

Nyemaster Goode again finds itself on the forefront of developing business and corporate law in the state of Iowa. Arguing an issue of first impression under the Iowa Business Corporation Act (“IBCA”) before the Iowa Supreme Court, Nyemaster Goode successfully defended the directors of a publicly held Iowa corporation who served on a special committee formed by the corporation to analyze a “going private” transaction and make a recommendation regarding the sale of the company [Meade v. Christie, et al. (Iowa May 27, 2022)]. 

 

The plaintiff shareholder filed a class action lawsuit alleging the directors had breached fiduciary duties to the corporation by engaging in a “flawed merger process” and failing to secure a higher price for the stock purchased as part of the transaction.  The directors argued, in part, they were protected by the “Director Shield” adopted as part of amendments to the IBCA and provisions of the company’s articles of incorporation that limited the circumstances for which they could be sued for money damages. In an opinion filed on May 27, 2022, the Iowa Supreme Court agreed. The Court reversed an earlier decision of the Iowa Business Specialty Court and dismissed the claims asserted against the directors, finding the plaintiff shareholder’s allegations were insufficient to overcome the protections afforded under the IBCA. 

 

Nyemaster Goode employed its interdisciplinary approach to litigation in defending the case that has been so successful over the years, drawing on the expertise of both its Corporate and Business Law Practice Group, led in this case by Mark Dickinson, and experience of its Litigation Practice Group, led in this case by Michael Thrall

 

For more information on the arguments and opinion, visit Nyemaster Goode’s Iowa Appellate Blog – On Brief.