S.F. 570 Section 1. NEW SECTION . 602.6801 Definitions. 1 As used in this part, unless the context otherwise requires: 2 1. “Controlling person” means a person who directly or 3 indirectly controls a governing person, officer, or other 4 organization. 5 2. “Governing documents” means the instruments, documents, 6 or agreements adopted under an organization’s governing law 7 to govern the organization’s formation and internal affairs. 8 “Governing documents” includes any of the following: 9 a. A certificate of formation, articles of incorporation, or 10 articles of the organization. 11 b. Bylaws of the organization. 12 c. A partnership agreement. 13 d. A company agreement or operating agreement. 14 e. A shareholder agreement. 15 f. A voting agreement or voting trust agreement. 16 g. An agreement among owners restricting the transfer of 17 ownership interests. 18 3. “Governing law” means the law governing the formation and 19 internal affairs of an organization. 20 4. “Governing person” means a person who is entitled, alone 21 or as part of a group, to manage and direct an organization’s 22 affairs under the organization’s governing documents and 23 governing law. “Governing person” includes any of the 24 following: 25 a. A member of the board of directors of a corporation or 26 other organization. 27 b. A general partner of a general or limited partnership. 28 c. A manager of a limited liability company that is managed 29 by its managers. 30 d. A member of a limited liability company that is managed 31 by its members. 32 e. A trust manager of a real estate investment trust. 33 f. A trustee of a business trust. 34 5. “Governmental entity” means any of the following: 35 -1- LSB 2452SV (1) 91 cm/ns 1/ 13

S.F. 570 a. This state. 1 b. A political subdivision of this state, including a 2 municipality, a county, or any kind of district. 3 6. “Internal affairs” means any of the following: 4 a. The rights, powers, and duties of an organization’s 5 governing persons, officers, owners, and members. 6 b. Matters relating to the organization’s membership or 7 ownership interests. 8 7. “Managerial official” means a governing person or 9 officer. 10 8. “Officer” means a person elected, appointed, 11 or designated as an officer of an organization by the 12 organization’s governing persons or governing documents. 13 9. “Organization” means a foreign or domestic entity or 14 association, regardless of whether the organization is for 15 profit or nonprofit. “Organization” includes any of the 16 following entities: 17 a. A corporation. 18 b. A limited partnership. 19 c. A general partnership. 20 d. A limited liability partnership. 21 e. A limited liability company. 22 f. A business trust. 23 g. A real estate investment trust. 24 h. A joint venture. 25 i. A joint stock company. 26 j. A cooperative. 27 k. A bank. 28 l. A credit union. 29 m. A savings and loan association. 30 n. An insurance company. 31 o. A series of a limited liability company or of another 32 entity. 33 10. “Owner” means an owner of an organization. “Owner” 34 includes any of the following: 35 -2- LSB 2452SV (1) 91 cm/ns 2/ 13

S.F. 570 a. A shareholder or stockholder of a corporation or other 1 organization. 2 b. A general or limited partner of a partnership or an 3 assignee of a partnership interest in a partnership. 4 c. A member of, or an assignee of a membership interest in, 5 a limited liability company. 6 d. A member of a nonprofit organization. 7 11. “Ownership interest” means an owner’s interest in 8 an organization, including an owner’s economic, voting, and 9 management rights. 10 12. “Qualified transaction” means a transaction under which 11 a party does one of the following: 12 a. Pays, receives, is obligated to pay, or is entitled to 13 receive consideration with an aggregate value of at least one 14 million dollars. 15 b. Lends, advances, borrows, receives, is obligated to 16 lend or advance, or is entitled to borrow or receive, money or 17 credit with an aggregate value of at least one million dollars. 18 Sec. 2. NEW SECTION . 602.6802 Business court judicial 19 district. 20 The business court judicial district is created and is 21 composed of all counties in this state. 22 Sec. 3. NEW SECTION . 602.6803 Jurisdiction. 23 1. Subject to subsections 2 and 3, a judge of the business 24 court created in section 602.6802 has the jurisdiction granted 25 by section 602.6202, including but not limited to the power to 26 do all of the following: 27 a. Issue writs of injunction, mandamus, sequestration, 28 attachment, garnishment, and supersedeas. 29 b. Grant any relief that may be granted by a district court. 30 2. The business court has within its civil jurisdiction, 31 concurrent with district courts, all of the following: 32 a. A derivative action on behalf of an organization. 33 b. An action arising out of or relating to a qualified 34 transaction in which the amount in controversy exceeds ten 35 -3- LSB 2452SV (1) 91 cm/ns 3/ 13

S.F. 570 million dollars, excluding interest, statutory damages, 1 exemplary damages, penalties, attorney fees, and costs. 2 c. An action regarding the governance or internal affairs 3 of an organization. 4 d. An action in which a claim under a state or federal 5 securities or trade regulation law is asserted against any of 6 the following: 7 (1) An organization. 8 (2) A governing or controlling person or officer of an 9 organization for an act or omission by the organization or by 10 the person in the person’s capacity as a governing person. 11 (3) An underwriter of securities issued by the organization 12 or the auditor of an organization. 13 e. An action by an organization, or an owner or a member of 14 an organization, if all of the following apply: 15 (1) The action is brought against an owner, managerial 16 official, or controlling person of the organization. 17 (2) The action alleges an act or omission by the person 18 in the person’s capacity as an owner, managerial official, or 19 controlling person of the organization. 20 f. An action alleging that an owner, managerial official, or 21 controlling person breached a duty by reason of the person’s 22 status as an owner, managerial official, or controlling person, 23 including the duty of care, loyalty, or good faith. 24 g. An action seeking to hold an owner, member, or governing 25 person of an organization liable for an obligation of the 26 organization, other than on account of a written contract 27 signed by the person to be held liable in a capacity other than 28 as an owner, member, or governing person. 29 h. An action in which the amount in controversy exceeds 30 ten million dollars, excluding interest, statutory damages, 31 exemplary damages, penalties, attorney fees, and costs, that 32 does either of the following: 33 (1) Arises against, between, or among organizations, 34 governing authorities, governing persons, members, or owners, 35 -4- LSB 2452SV (1) 91 cm/ns 4/ 13

S.F. 570 relating to a contract transaction for business, commercial, 1 investment, agricultural, or similar purposes. 2 (2) Involves violations of Title XII or Title XIII. 3 i. An action seeking a declaratory judgment or injunctive 4 relief brought under the Iowa rules of civil procedure 5 involving any of the following: 6 (1) Chapter 490. 7 (2) An organization’s governing documents. 8 (3) A dispute based on claims that fall within the 9 provisions of this subsection. 10 j. An action arising out of provisions in Title XII. 11 3. The business court does not have jurisdiction over any 12 of the following: 13 a. A civil action brought by or against a governmental 14 entity, unless the governmental entity invokes or consents to 15 the jurisdiction of the business court. 16 b. Any claim in which a party seeks recovery of monetary 17 damages for personal injury or death or any claim arising 18 under section 714.16, chapter 633, or chapter 633A, unless all 19 parties and a judge of the business court agree that the claim 20 may proceed in the business court. 21 Sec. 4. NEW SECTION . 602.6804 Judicial authority. 22 A judge of the business court has all powers, duties, 23 immunities, and privileges of a district judge. 24 Sec. 5. NEW SECTION . 602.6805 Initial filing —— removal and 25 remand —— transfer and dismissal. 26 1. An action described in section 602.6803 may be filed 27 in the business court. If the business court does not have 28 subject matter jurisdiction of the action, or part of the 29 action, the court shall, at the option of the party filing the 30 action, do one of the following: 31 a. Transfer the action or part of the action to an 32 appropriate district court. 33 b. Dismiss the action or part of the action without 34 prejudice to the party’s rights. 35 -5- LSB 2452SV (1) 91 cm/ns 5/ 13

S.F. 570 2. If an action or part of an action is to be transferred 1 under subsection 1, paragraph “a” , and the action or part of the 2 action could have been filed in more than one county, the party 3 filing the action may select the county to which the action or 4 part of the action is transferred. 5 3. A party to an action filed in a district court that is 6 within the subject matter jurisdiction of the business court 7 may remove the action to the business court. If the business 8 court does not have jurisdiction of the action or part of the 9 action, the business court shall remand the action, or part 10 of the action, over which the business court does not have 11 jurisdiction to the district court from which the action was 12 removed. 13 4. Removal of a case to the business court is not subject to 14 rule of civil procedure 1.441. 15 5. Removal of a case does not waive a defect in venue or 16 constitute an appearance to determine personal jurisdiction. 17 Sec. 6. NEW SECTION . 602.6806 Appeals. 18 The procedure governing an appeal or original proceeding 19 from the business court is the same as the procedure for an 20 appeal or original proceeding from a district court. 21 Sec. 7. NEW SECTION . 602.6807 Qualifications of judge. 22 A judge of the business court must be all of the following: 23 1. At least thirty-five years of age. 24 2. A United States citizen. 25 3. A resident of Iowa for at least two years before 26 appointment. 27 4. A licensed attorney admitted to practice law in this 28 state with ten or more years of experience in any, or a 29 combination of any, of the following: 30 a. Complex civil business litigation. 31 b. Business transactions law. 32 c. Teaching courses in complex civil business litigation or 33 complex business transactions law at an accredited law school 34 in Iowa. 35 -6- LSB 2452SV (1) 91 cm/ns 6/ 13

S.F. 570 d. Serving as a judge of a court in this state with civil 1 jurisdiction. 2 Sec. 8. NEW SECTION . 602.6808 Composition of court. 3 1. The governor shall appoint three judges meeting the 4 qualifications of section 602.6807, subject to confirmation by 5 the senate, to serve on the business court for a two-year term. 6 2. A judge of the business court may be reappointed to 7 additional two-year terms. 8 3. The governor shall not appoint judges who reside in the 9 same county. 10 4. A judge of the business court is not a district judge or 11 district court judge for purposes of Article V, sections 16 and 12 17, of the Constitution of the State of Iowa. 13 Sec. 9. NEW SECTION . 602.6809 Vacancy. 14 If a vacancy occurs on the business court, the governor shall 15 appoint in the same manner as provided in sections 602.6807 16 and 608.6808 another person to serve for the remainder of the 17 unexpired term. 18 Sec. 10. NEW SECTION . 602.6810 Salary. 19 A judge of the business court shall receive the annual salary 20 set for a district judge under section 602.1501. 21 Sec. 11. NEW SECTION . 602.6811 Removal —— disqualification 22 and recusal. 23 1. A judge of the business court may be removed from office 24 in the same manner and for the same reasons as a district 25 judge. 26 2. A judge of the business court is disqualified and subject 27 to mandatory recusal for the same reasons a district judge 28 is subject to disqualification or recusal in a pending case. 29 Disqualification or recusal of a judge of the business court 30 shall be governed by the same procedure as disqualification or 31 recusal of a district judge. 32 Sec. 12. NEW SECTION . 602.6812 Private practice of law. 33 A judge of the business court shall diligently discharge the 34 duties of the office on a full-time basis and shall not engage 35 -7- LSB 2452SV (1) 91 cm/ns 7/ 13

S.F. 570 in the private practice of law. 1 Sec. 13. NEW SECTION . 602.6813 Visiting judge. 2 1. A retired or former judge or justice may be assigned as 3 a visiting judge of the business court by the chief justice 4 of the supreme court. A visiting judge of the business court 5 is subject to objection, disqualification, or recusal in the 6 same manner as a retired or former judge or justice is subject 7 to objection, disqualification, or recusal if appointed as a 8 senior judge. 9 2. Before accepting an assignment as a visiting judge of 10 the business court, a retired or former judge or justice shall 11 take the constitutional oath of office required of appointed 12 officers of this state and file the oath with the supreme 13 court. 14 Sec. 14. NEW SECTION . 602.6814 Jury practice and procedure. 15 1. A jury trial of the business court shall be held in a 16 county in which venue would be found under the Iowa rules of 17 civil procedure. 18 2. Subject to subsection 1, a jury trial in a case removed 19 to the business court shall be held in the county in which the 20 action was originally filed. 21 3. Subject to subsection 1, a jury trial in a case filed 22 initially in the business court shall be held in any county in 23 which it could have been filed under the Iowa rules of civil 24 procedure, as chosen by the plaintiff. 25 4. The parties and the judge of the business court may agree 26 to hold the jury trial in any other county. A party shall not 27 be required to agree to hold the jury trial in a different 28 county. 29 5. The drawing of jury panels, selection of jurors, and 30 other jury practice and procedure in the business court shall 31 follow the standards for juries provided in chapter 607A. 32 6. Practice, procedure, rules of evidence, issuance of 33 process and writs, and all other matters pertaining to the 34 conduct of trials, hearings, and other business in the business 35 -8- LSB 2452SV (1) 91 cm/ns 8/ 13

S.F. 570 court are governed by the laws and rules prescribed for 1 district courts, unless otherwise provided under this part. 2 Sec. 15. NEW SECTION . 602.6815 Written opinions. 3 To facilitate the establishment of a coherent body of law, a 4 judge of the business court shall issue a written opinion when 5 deciding issues of law by order or judgment, unless any of the 6 following apply: 7 1. The court has a well-developed body of law on the issue. 8 2. The court is applying the precedent on the issue. 9 3. Another opinion on the issue will not significantly 10 contribute to the development of the law. 11 Sec. 16. NEW SECTION . 602.6816 Business court staff. 12 1. The business court shall have a clerk, whose office 13 shall be located in a judicial branch building, or located in a 14 central location designated by the chief justice of the supreme 15 court. The clerk shall do all of the following: 16 a. Receive all filings in the business court. 17 b. Fulfill the legal and administrative functions of a 18 district clerk. 19 2. Each judge of the business court shall maintain chambers 20 in the judicial district of the judge’s county of residence in 21 facilities as provided by law. 22 3. Subject to section 602.6814, the business court, or any 23 judge of the business court, may hold court at any location in 24 this state, as the court determines is necessary or convenient 25 for a particular civil action. 26 4. The business court shall use the most advanced technology 27 feasible when necessary and appropriate to facilitate 28 expeditious proceedings in matters brought before the court. 29 As determined by the business court, counsel and parties may 30 appear before the business court by means of internet-based or 31 other technological devices rather than in person. 32 5. In a county in which the business court sits, the sheriff 33 shall in person or by deputy attend the business court as 34 required by the court. The sheriff or deputy is entitled to be 35 -9- LSB 2452SV (1) 91 cm/ns 9/ 13

S.F. 570 reimbursed by the state for the cost of attending court. 1 6. The business court may appoint personnel necessary for 2 the operation of the court, including any of the following: 3 a. The clerk of the court. 4 b. Staff attorneys for the court. 5 c. Staff attorneys for each judge of the business court. 6 d. Court coordinators. 7 e. Administrative assistants. 8 7. The court officials shall perform the duties and 9 responsibilities of their offices and are entitled to the 10 compensation, fees, and allowances prescribed by law for the 11 offices. 12 Sec. 17. NEW SECTION . 602.6817 Fees. 13 The business court shall provide rates for fees associated 14 with filings and actions in the business court. The fees 15 shall be set at a sufficient amount to cover the costs of 16 administering the provisions of this part, taking into account 17 fee waivers in the interest of justice. 18 Sec. 18. NEW SECTION . 602.6818 Seal. 19 The seal of the business court is the same as that provided 20 by law for a district court except that the seal must contain 21 the phrase “The Business Court of Iowa”. 22 Sec. 19. NEW SECTION . 602.6819 Rules. 23 1. The supreme court shall promulgate rules of civil 24 procedure for the business court as the supreme court 25 determines necessary, including rules providing for any of the 26 following: 27 a. The timely and efficient removal and remand of cases to 28 and from the business court. 29 b. The assignment of cases to judges of the business court. 30 2. The business court may prescribe rules of practice and 31 procedure, but these rules must be consistent with this part, 32 and are subject to approval of the supreme court. 33 Sec. 20. NEW SECTION . 602.6820 Transition provision. 34 1. This part applies to civil actions described under 35 -10- LSB 2452SV (1) 91 cm/ns 10/ 13

S.F. 570 section 602.6803 filed on or after the effective date of this 1 Act. 2 2. If a civil action described under section 602.6803 was 3 pending in a district court before the effective date of this 4 Act, the parties may agree to have the civil action transferred 5 or removed to the business court in accordance with this part. 6 3. Except as otherwise provided in this part, the business 7 court for the business court judicial district shall begin 8 conducting its business on January 1, 2027. 9 Sec. 21. APPOINTMENT OF BUSINESS COURT JUDGES. As soon as 10 practicable after the effective date of this Act, the governor 11 shall appoint judges, subject to confirmation by the senate, to 12 the business court for the business court judicial district, as 13 required by section 602.6808, as enacted by this Act. 14 Sec. 22. CONTINGENT ON APPROPRIATION. The business court 15 for the business court judicial district is not created unless 16 the general assembly makes a specific appropriation of moneys 17 for that purpose. For purposes of this section, a specific 18 appropriation is an appropriation identifying the business 19 court or this Act. 20 Sec. 23. EFFECTIVE DATE. This Act takes effect September 21 1, 2025. 22 Sec. 24. APPLICABILITY. This Act applies on and after 23 January 1, 2027, for civil actions involving a business matter 24 specified in section 602.6803, subsection 2, as enacted by this 25 Act. 26 EXPLANATION 27 The inclusion of this explanation does not constitute agreement with 28 the explanation’s substance by the members of the general assembly. 29 This bill creates the business court of Iowa. 30 The bill provides that the business court has jurisdiction 31 in all counties in the state and the business court has the 32 same powers granted to a district court. The bill provides 33 that the business court has jurisdiction as specified in 34 the bill, including but not limited to controversies over 35 -11- LSB 2452SV (1) 91 cm/ns 11/ 13

S.F. 570 certain commercial transactions of $10 million or more, and 1 controversies involving the leadership or operation of a 2 business entity. 3 The bill provides that business court judges are granted the 4 same powers, duties, immunities, and privileges of a district 5 court judge. 6 The bill provides that a person appointed to serve as a 7 business court judge must be (1) at least 35 years of age, 8 (2) a United States citizen, (3) an Iowa resident for a least 9 two years prior to appointment, and (4) a licensed attorney 10 in Iowa that has 10 or more years of experience in practicing 11 civil business litigation, practicing business transactions 12 law, teaching classes in civil business litigation or business 13 transaction law at an accredited Iowa law school, serving as an 14 Iowa judge with civil jurisdiction, or any combination thereof. 15 The bill requires the governor to appoint three judges to 16 the business court to serve two-year terms. The business court 17 judges are required to be confirmed by the senate. Judges 18 appointed are able to be reappointed for additional two-year 19 terms. The bill prohibits the governor from appointing 20 multiple judges that reside in the same county. The bill 21 provides that if vacancy in the business court occurs, the 22 governor may appoint a new judge for the remainder of the term 23 following the procedure of the original appointment. The bill 24 also provides procedures for the removal, disqualification, and 25 recusal of a business court judge. A person appointed as a 26 business court judge is prohibited from participating in the 27 private practice of law. The bill authorizes a retired or 28 former judge or justice of the Iowa courts to be assigned as a 29 visiting judge of the business court. 30 The bill requires each business court judge to maintain 31 chambers in the judicial district of residence. The bill 32 further requires the business court to utilize the most 33 advanced technology accessible for matters brought before the 34 court and instructs the sheriff, in person or by deputy, to 35 -12- LSB 2452SV (1) 91 cm/ns 12/ 13

S.F. 570 attend business court as required. The bill authorizes the 1 court to appoint personnel necessary for operation of the 2 court. The bill requires the business court to determine fees 3 and rates for filings and actions in the business court. 4 The bill directs the supreme court to establish court rules 5 as necessary for the operation of the business court and 6 requires the governor to appoint judges to the business court 7 as soon as practicable after the effective date of the bill. 8 The bill provides that the business court is not created unless 9 the general assembly appropriates moneys for that purpose. 10 The bill takes effect September 1, 2025, and applies to 11 certain business actions described under the bill on or after 12 January 1, 2027. 13 -13- LSB 2452SV (1) 91 cm/ns 13/ 13