CORPORATIONS

Acquisition of Loss Corporations and Retention of Loss Carry-overs…..12:71

The Appraisal Remedy for Dissenting Shareholders in Iowa and the De Facto Merger Doctrine: Rath v. Rath Packing Company…..16:22

Beatty v. Bright, 345 F. Supp. 1188 (S.D. Iowa 1972)—An Acquiring Corporation’s Liability for Misleading Statements Contained in the Acquired Corporation’s Proxy Statement: Will S.E.C. Rule 145 Abandon the “Control” Test of Beatty v. Bright?…..22:672

Briner v. Hyslop (Iowa 1983)—A Corporate Employer Is Liable for Exemplary Damages for the Act of an Employee if the Corporate Employer or a Managerial Agent Authorized or Ratified the Doing and the Manner of the Act, or Was Reckless in Employing or Retaining an Unfit Employee, or if the Employee Was Employed in a Managerial Capacity and Was Acting in the Scope of Employment…..34:221

Civil Remedies Available to Buyers Under the Iowa Securities Law…..14:131

Classifying Shareholder Advances to, a Closely Held Corporation as Debt or Stock: Guidelines for the Befuddled Practitioner…..33:641

Conducting Corporate Business and Meetings Under the New Iowa Business Corporation Act…..40:755

Conservation, Cost-Containment and Full Energy Service Corporations: Iowa’s New Definition of “Reasonably Adequate Utility Service”…..34:1

Cookies Food Products, Inc. v. Lakes Warehouse Distributing, Inc., 430 N.W.2d 447 (Iowa 1988)—Director Must Establish Good Faith, Honesty, and Fairness in Addition to Satisfying Iowa Statute Setting Forth Circumstances Under Which a Director May Engage in Self-Dealing Without Violating Duty of Loyalty…..39:537

Corporate Compliance Programs: An Approach to Avoid or Minimize Criminal and Civil Liability…..51:81

The De Facto Merger Doctrine Revisited…..62:91

Director’s Liability for Breach of the Duty of Care: The Corporate Crisis and Legislative Responses in Delaware and Iowa…..36:775

Dissenters’ Rights and Fundamental Changes Under the New Iowa Business Corporation Act…..40:733

The Duties and Liabilities of an Iowa Corporate Director…..50:207

Duties of the Board of Directors Under the Iowa Business Corporation Act…..40:687

Easy as P.I.E.: Avoiding and Preventing Vicarious Liability for Sexual Harassment by Supervisors…..62:653

Elimination of Accrued Dividends on Cumulative Preferred Stock…..1:8

Evaluating a Subchapter S Conversion…..37:395

The Family Farm Corporation: A New Setting for the Doctrine of Corporate Opportunity…..34:537

First National Bank of Boston v. Bellotti (U.S. Sup. Ct. 1978)—Statutory Prohibitions of Contributions or Expenditures of Corporate Funds to Influence Voters Held to Be Unconstitutional Abridgement of Political Expression Under First Amendment…..28:718

Foreword (Iowa Business Corporation Act Issue)…..40:669

A Guide to the Iowa Limited Liability Company Act…..42:385

Income Shifting Devices—Time to Shift from Clifford Trusts to Subchapter-S Corporations?…..36:585

The Inconsistencies and Confusion of Successor Corporation Liability in Product Liability Claims: Should Iowa Adopt a New Approach?…..34:161

The Iowa Business Corporation Act: Corporate Governance Through the Articles of Incorporation and Bylaws…..40:805

Iowa Business Corporation Act: Divisions I, IV, V and XV…..40:673

Iowa Incorporation Practices Re-examined—Part I…..22:1

Iowa: The Model Nonprofit Corporation Act Applied…..17:107

The Iowa Nonprofit Corporation: Personal Liability of Members; Dissolution…..8:142

The Iowa Title Standards II…..3:36

Iroquois Industries, Inc. v. Syracuse China Corporation (2d Cir. 1969)—A Civil Action Under Rule 10b-5 of the Securities and Exchange Commission May Be Maintained Only by a Purchaser or Seller of Securities…..19:497

Jurisdiction over Foreign Corporations—The Effect of a Single Act…..4:18

Liability of Corporate Directors as “Controlling Persons” Under Section 20(a) of the Securities Exchange Act…..28:437

Linge v. Ralston Purina Co., 293 N.W.2d 191 (Iowa 1980)—Majority Shareholders of a Corporation Owe a Fiduciary Duty to Minority Shareholders of the Corporation Which, if Breached, May Provide a Basis of Recovery Distinct from Fraud…..30:679

Loewen v. Commissioner (Tax Court 1981)—Taxpayer’s Transfer of All Farm Assets Except Farmland to Wholly Owned Corporation Did Not Cause Recapture When State Law Made Questionable Corporate Ownership of Farm Land…..31:673

Maintaining Corporate Control: A Comment (on Carlson v. Ringgold County Mutual Telephone Company)…..11:19

Miller v. Register & Tribune Syndicate, Inc. (Iowa 1983)—Directors of an Iowa Corporation Who Are Parties to a Derivative Action May Not Confer upon a Special Litigation Committee the Power to Bind the Corporation as to Its Conduct of the Litigation…..33:449

National Bank Director Liability for Loans Exceeding Statutory Lending Limits: Shareholder Action and the Scope of the Comptroller’s Cease and Desist Power as Recovery and Enforcement Mechanisms…..37:607

Organizing a Corporation Under Iowa’s Business Corporation Act…..40:837

An Overview of State Taxation of Individual and Corporate Income in Iowa…..26:57

Professional Corporations in Iowa—1970-1972…..25:161

“Reasonable Expectations” Define Board Power to Liquidate a Solvent Close Corporation in Bankruptcy…..41:421

The Rights of Policyholders in an Insurance Demutualization…..41:657

The Role of the Subsidiary in Corporate Reorganization…..18:175

Rowan v. LeMars Mutual Insurance Co. (Iowa 1979)—Derivative Action on Behalf of Policyholders for the Sale of Control of a Corporation Held No Contract Will Stand, Nor Benefit Accrue to Corporate Fiduciaries Who Actively Conspire to Profit by Breaching Their Duties of Loyalty and Due Care to the Detriment of the Corporation and Its Policyholders…..29:673

The Scope of Disciplinary Rules Prohibiting Ex Parte Communication in a Corporate Context…..40:861

S.E.C. Regulation of Resale of Securities by Controlling Persons of Non-reporting Issuers: The Ghost of Ira Haupt Reads the “Wheat Report” and Rule 144…..20:576

Shareholder Access to Corporate Books and Records: The Abrogation Debate…..25:717

Shores v. Sklar (5th Cir. 1981)—Rule l0b-5 Permits a Rebuttable Presumption of Reliance Under the Doctrine of Fraud on the Market, Where a Purchaser of Industrial Revenue Bonds Relies Solely upon the Integrity of the Market…..31:696

State Regulation of Securities Issues…..17:170

Statutory Indemnification and Insurance Provisions for Corporate Directors—To What End?…..38:241

Stock of a Corporation: Issuance of Shares, Distributions to Shareholders, and Corporate Dissolutions in Iowa…..40:783

Taxing the One-Man Corporation…..6:98

Three Generations of State Anti-Takeover Statutes: Their Legitimacy in Relation to Their Effects on Interstate Commerce and the Supremacy Clause…..38:437

Two Issues in Corporate Agriculture: Anticorporate Farming Statutes and Production Contracts…..41:393

United States v. General Dynamics Corp., 94 S. Ct. 1186 (1974)—A Corporate Merger Challenged Under Section 7 of the Clayton Act Allowed on the Basis of Lack of Probable Future Ability to Compete, Even Though Past Production Statistics Would, in the Absence of Other Considerations, Support a Finding of Undue Concentration…..24:223

Unrealized Appreciation and Corporate Dividends…..2:14

Voting Trusts in Iowa…..11:140

When Silence Is Not Golden: Disclosure of Preliminary Merger Negotiations by Closely-Held Corporations…..38:405

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980)—A Nonresident Corporation, to Be Amenable to Suit, Must Have Had Such Minimum Contacts with the Forum State so as Not to Offend Traditional Notions of Fair Play and Substantial Justice…..30:171