derivative claim in Iowa

2024Shareholder derivative claims are equitable in nature, see Weltzin v. Nail, 618 N.W.2d 293, 297 (Iowa 2000) (en banc) (rec- ognizing that a “derivative suit exists only in equity” and holding that fraud claims seeking money damages normally brought at law are nonetheless equita- ble when brought as a derivative claim), and the district court bifurcated them from count IV, the legal claim brought by Precision Partners against Keith, and presided over them in a bench trial.

2024Shareholder derivative claims are equitable in nature, see Weltzin v. Nail, 618 N.W.2d 293, 297 (Iowa 2000) (en banc) (rec- ognizing that a “derivative suit exists only in equity” and holding that fraud claims seeking money damages normally brought at law are nonetheless equita- ble when brought as a derivative claim), and the district court bifurcated them from count IV, the legal claim brought by Precision Partners against Keith, and presided over them in a bench trial.

2024“We review decisions in shareholders’ deriv- ative suits de novo.” Cookies Food Prods., Inc. v. Lakes Warehouse Distrib., Inc., 430 N.W.2d 447, 448 (Iowa 1988); see also Iowa R.

2024“We review decisions in shareholders’ deriv- ative suits de novo.” Cookies Food Prods., Inc. v. Lakes Warehouse Distrib., Inc., 430 N.W.2d 447, 448 (Iowa 1988); see also Iowa R.

2021See, e.g., Whole Woman’s Health v. Hellerstedt, 579 U.S. ___ , ___, 136 S. Ct. 2292, 2312 (2016) (“[T]he admitting-privileges requirement places a ‘substantial obstacle in the path of a woman’s choice.’ ” (quoting Casey, 505 U.S. at 877 , 112 S. Ct. at 2820 )); Singleton, 428 U.S. at 117 , 96 S. Ct. at 2875 (“[A]n impecunious woman cannot easily secure an abortion without the physician’s being paid by the State.

2021See, e.g., Whole Woman’s Health v. Hellerstedt, 579 U.S. ___ , ___, 136 S. Ct. 2292, 2312 (2016) (“[T]he admitting-privileges requirement places a ‘substantial obstacle in the path of a woman’s choice.’ ” (quoting Casey, 505 U.S. at 877 , 112 S. Ct. at 2820 )); Singleton, 428 U.S. at 117 , 96 S. Ct. at 2875 (“[A]n impecunious woman cannot easily secure an abortion without the physician’s being paid by the State.

2021See, e.g., Whole Woman’s Health v. Hellerstedt, 579 U.S. ___ , ___, 136 S. Ct. 2292, 2312 (2016) (“[T]he admitting-privileges requirement places a ‘substantial obstacle in the path of a woman’s choice.’ ” (quoting Casey, 505 U.S. at 877 , 112 S. Ct. at 2820 )); Singleton, 428 U.S. at 117 , 96 S. Ct. at 2875 (“[A]n impecunious woman cannot easily secure an abortion without the physician’s being paid by the State.

2021See, e.g., Whole Woman’s Health v. Hellerstedt, 579 U.S. ___ , ___, 136 S. Ct. 2292, 2312 (2016) (“[T]he admitting-privileges requirement places a ‘substantial obstacle in the path of a woman’s choice.’ ” (quoting Casey, 505 U.S. at 877 , 112 S. Ct. at 2820 )); Singleton, 428 U.S. at 117 , 96 S. Ct. at 2875 (“[A]n impecunious woman cannot easily secure an abortion without the physician’s being paid by the State.

2021See, e.g., Whole Woman’s Health v. Hellerstedt, 579 U.S. ___ , ___, 136 S. Ct. 2292, 2312 (2016) (“[T]he admitting-privileges requirement places a ‘substantial obstacle in the path of a woman’s choice.’ ” (quoting Casey, 505 U.S. at 877 , 112 S. Ct. at 2820 )); Singleton, 428 U.S. at 117 , 96 S. Ct. at 2875 (“[A]n impecunious woman cannot easily secure an abortion without the physician’s being paid by the State.

2021See Whole Woman’s Health, 579 U.S. at ___, 136 S. Ct. at 2316 (affirming district court’s conclusion that requirements for abortion facilities to meet surgical-center standards placed “a substantial obstacle in the path of women seeking an abortion” based on evidence it would reduce the number of available abortion facilities in Texas below the number needed to meet the demand).

2017In discussing direct negligence actions as a distinct alternative to a derivative claim based on vicarious liability, the Vance Court observed, “Evidence that an employer did not monitor the workplace, failed to respond to complaints, failed to provide a system for registering complaints, or effectively discouraged complaints from being filed would be relevant.” Id. at -, 133 S.Ct. at 2453 (emphasis added).

2017In discussing direct negligence actions as a distinct alternative to a derivative claim based on vicarious liability, the Vance Court observed, “Evidence that an employer did not monitor the workplace, failed to respond to complaints, failed to provide a system for registering complaints, or effectively discouraged complaints from being filed would be relevant.” Id. at -, 133 S.Ct. at 2453 (emphasis added).

2017In Ellerth , the Supreme Court observed that while a derivative claim based upon a vicarious liability might be available for claims against supervisors under certain circumstances, “an employer can be liable, nonetheless, where its own negligence is a cause of the harassment.” 524 U.S. at 758-59, 118 S.Ct. at 2267.

2017See Pippen, 854 N.W.2d at 31 . .This dictum is correct as applied to a derivative claim based upon vicarious liability, but it does not apply to a claim based upon direct negligence.

2015Weltzin v. Nail, 618 N.W.2d 293, 295 (Iowa 2000); see also Whalen v. Connelly, 593 N.W.2d 147, 152 (Iowa 1999) (stating derivative action is challenge to board’s managerial power).

1994See Copeland, 769 S.W.2d at 69-70 (public policy favors discharge of hospital upon release of physician thereby avoiding circuity of action that is merely derivative and secondary); Estate of Bruce v. B.C.D., Inc., 396 F.Supp. 157, 160, 161-62 (S.D.Iowa 1975) (covenant to release employee operates to discharge employer in respondeat superior case, thereby avoiding futile circuity of litigation).

1994See Copeland, 769 S.W.2d at 69-70 (public policy favors discharge of hospital upon release of physician thereby avoiding circuity of action that is merely derivative and secondary); Estate of Bruce v. B.C.D., Inc., 396 F.Supp. 157, 160, 161-62 (S.D.Iowa 1975) (covenant to release employee operates to discharge employer in respondeat superior case, thereby avoiding futile circuity of litigation).

1975Weede v. Bechtel, 244 Iowa 785, 835 , 56 N.W.2d 173, 200 (1953) in holding that, “A stockholders’ derivative action is one in which the corporation should take a strictly neutral part.” We recognized it again in Holden v. Construction Machinery Corporation, 202 N.W.2d 348, 367 (Iowa 1972), in which a derivative claim was also involved.

1975Weede v. Bechtel, 244 Iowa 785, 835 , 56 N.W.2d 173, 200 (1953) in holding that, "A stockholders' derivative action is one in which the corporation should take a strictly neutral part." We recognized it again in Holden v. Construction Machinery Corporation, 202 N.W.2d 348, 367 (Iowa 1972), in which a derivative claim was also involved.

1975Weede v. Bechtel, 244 Iowa 785, 835 , 56 N.W.2d 173, 200 (1953) in holding that, "A stockholders' derivative action is one in which the corporation should take a strictly neutral part." We recognized it again in Holden v. Construction Machinery Corporation, 202 N.W.2d 348, 367 (Iowa 1972), in which a derivative claim was also involved.

1975Weede v. Bechtel, 244 Iowa 785, 835 , 56 N.W.2d 173, 200 (1953) in holding that, "A stockholders' derivative action is one in which the corporation should take a strictly neutral part." We recognized it again in Holden v. Construction Machinery Corporation, 202 N.W.2d 348, 367 (Iowa 1972), in which a derivative claim was also involved.