Search results

6 results

November 1, 201517052300

2015 Texas Legislative Update on Entity Law

This article summarizes several pieces of legislation passed by the Texas Legislature in its 2015 Regular Session that amend primarily the Texas Business Organizations Code (the “Code”).

March 1, 2013Robert Arthur

Limited Liability Company Law – Whether a Manager of a Manager-Managed Limited Liability Company Breached Fiduciary Duties Under Delaware Law to the Limited Liability Company and Its Members

Gatz Props., LLC v. Auriga Capital Corp., 59 A.3d 1206 (Del. 2012)

November 8, 2018Daryl B. Robertson

Shareholders Agreements: Drafting and Analysis

Under the Texas Business Organizations Code (the “TBOC”), there are three kinds of shareholders agreements for a Texas for-profit corporation. First, there are shareholders agreements between the corporation and one or more of the corporation’s shareholders or agreements between two or more shareholders that are not executed by all of the shareholders of the corporation. The TBOC has no specific provisions governing this first kind of shareholders agreements other than to state that the statutory provisions governing the other two kinds of shareholders agreements do not prohibit or impair such agreements. Second, there are written shareholders agreements that are executed by all of the shareholders at the time of the agreement and made known to the corporation. Third, there are shareholders agreements that are contained in the certificate of formation or bylaws if approved by all of the shareholders at the time of the agreement. The latter two forms of shareholder agreements are authorized and governed by Subchapter C of Chapter 21 of the TBOC. These latter agreements may be amended only by all of the shareholders at the time of the amendment, unless the agreement provides otherwise. This article refers to the latter kinds of shareholders agreements as “statutory shareholders agreements”.

October 15, 2011David Harrell, Brent Benoit

Business Litigation - Update: A Survey of Recent Important Developments

This paper provides a general overview of certain recent litigation developments. The matters discussed below were selected to cover multiple areas in Texas as well as a few recent legal developments in Delaware. In addition to strictly litigation matters, the paper also addresses certain SEC whistleblower provisions that will inevitably lead to additional regulatory and litigation issues for clients. The hope is that the paper will not only provide some targeted updates on matters of interest, but will also underscore the need for transactional lawyers to stay abreast of litigation developments in their area.

April 30, 2010David C. Rex, Jeff Williams

Issues in Early Recapitalization

This is an example term sheet for a preferred stock financing.

February 15, 2014Byron F. Egan

How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions, allegations of illegal or improper corporate conduct, and corporate insolvency. The individuals who serve in leadership roles for corporations are fiduciaries in relation to the corporation and its owners. Increasingly the courts are applying principals articulated in cases involving mergers and acquisitions (“M&A”) to cases involving executive compensation, perhaps because both areas often involve conflicts of interest and self-dealing or because in Delaware, where many of the cases are tried, the same judges are writing significant opinions in both areas. Director and officer fiduciary duties are generally owed to the corporation and its shareholders, but when the corporation is insolvent, the constituencies claiming to be beneficiaries of those duties expand to include the entity’s creditors.