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November 1, 2019Erin Rinehart
Implied Warranty to Repair – Whether a Claim of an Implied Warranty to Repair in a Good and Workmanlike Manner is Actionable Under the Common Law or Only the DTPA
This is a case note about Nghiem v. Sajib, 567 S.W.3d 718 (Tex. 2019).
March 1, 2020Buck McKinney
Creating The Sound Of Our Lives
A Practical Overview of Music Licensing is presented by Buck McKinney. This article and the accompanying session address fundamental concepts involved in music licensing, several common music licensing scenarios, and practical tips for locating rights owners and administrators. This is document 1 of 6.
November 8, 202406477000, J. Machir Stull, Cliff Ernst
Divisive Mergers
These presentation slides discuss the statutes that govern divisions of entities in Texas and Delaware; the legal effect of division transactions; general tax implications; how creditors are affected inside and outside of bankruptcy; application of fraudulent transfer law; and discussion of relevant case law. The authors provide a sample Plan of Divisive Merger for use with Texas entities.
May 17, 2015Adrienne Randle Bond
Drafting Considerations for Exculpation of Duties (Including Fiduciary) in LLC Agreements
This paper will discuss and set out suggested provisions for Texas LLC Agreements for exculpation of “Governing Persons” under the TBOC and in the LLC contractual provisions. This process has several component parts, including statutory provisions, common law directives and influences from Delaware law, as well as contractual “glosses” that have developed in practice for specific activities. In drafting an LLC Agreement, the practitioner must be cognizant of the actual statutory provisions governing the duties of Governing Persons, the case law that is developing about LLCs, as well as the statutorily permitted management structures unique to the LLC. The statutory provisions for LLCs on exculpation of Governing Persons are not the same as those in effect for either corporations or partnerships, so traditional exculpatory provisions cannot be directly copied. In addition to statutory formulations, and the growing body of case law on limited liability companies, common law on agency must be considered. Further, the management of the LLC as an entity can be accomplished by at least three separate groups, the members, the managers and the officers, depending on how one determines to organize the entity. Management contracts by affiliated entities add another level of complexity. The multiplicity of choices for daily management requires a translation of traditional corporate and partnership formulations. This paper will raise the questions and suggest possible responses in this ever fertile field of legal controversies.
October 23, 2009David E. Harrell Jr.
Developing Alternative Dispute Resolution Programs
This paper will provide an overview of the law of arbitration and identify some considerations for attorneys who counsel clients about whether arbitration might be an appropriate dispute resolution vehicle for their relationship and how to shape their arbitration framework.