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Legislative updates

House Bill 2402, effective July 1, 2020, revises provisions relating to resignations of registered agents serving certain business entities.

Senate Bill 569 (Laws of 2019), effective July 1, 2020, enacts the Uniform Protected Series Act, governing a series limited liability company formed, or a protected series established, on or after July 1, 2020 and a limited liability company that is a series limited liability company before July 1, 2020, that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this Act. On and after July 1, 2021, this Act governs all series limited liability companies and protected series.

Case summaries

Attorney-Client Relationship
Liquor Bike, LLC v. Iowa District Court, No. 20-0268, decided May 21, 2021. The Iowa Supreme Court reversed the district court’s ruling disqualifying a law firm from representing a client on the grounds that the sole shareholder of a professional corporation the law firm represented in an unrelated matter had an adverse interest. In reversing, the court noted that it was the corporation that was the law firm’s client. A corporation has an existence separate and apart from its shareholders. Even though the shareholder testified he believed the law firm represented him, when a law firm represents an organization only the organization is the client.

Repurchase of LLC Interests
Homeland Energy Solutions, LLC v. Retterath, No. 18-0950, decided February 7, 2020. The Iowa Supreme Court held that an LLC’s action to enforce an agreement to repurchase the defendant’s membership interests had to be tried in equity as the purpose of the agreement was to extinguish the member’s interest and influence and money damages would not be an adequate remedy.

Other notices

There are no new notices at this time.