Search results
5 results
Sort by:
November 1, 2013Texas Journal of Business Law
Volume 45, Issue 3 of the Texas Journal of Business Law
This is the entire issue in a single PDF document.
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 1, 2012Adrienne Randle Bond, Allen Sparkman
The Series LLC: a New Planning Tool
Texas adopted new provisions permitting the creation and operation of series limitedliability companies (the “Series LLC”) under Texas law in 2009.1 This paper discusses thestate of law on Series LLCs under the Texas Business Organizations Code (“TBOC”) withsome consideration of other jurisdictions’ laws and practice pointers for resolving the issuespresented by the statutory formulation for the Series LLC. After discussing what Series LLCsare and can do, the paper will analyze points of ambiguity and development where the resultsof the use of the Series structure may not be perfectly clear. This vehicle for formation is stillunder development, but, in the right circumstances, presents an elegant solution to ownershipand management of closely related, but not identical, groups of assets.
March 14, 2019Byron F. Egan
Choice of Entity and Tax Considerations
Byron Egan compares Texas and Delaware law relating to different kinds of business entities, including across taxation, management, fiduciary duty, business combinations, indemnification, piercing the corporate veil, allocations, distributions, and joint ventures among entities.
May 26, 2012Elizabeth S. Miller
The Shareholder Oppression Doctrine in Texas
Shareholder (and LLC member) oppression claims have become increasingly common over the twenty-plus years since the First Court of Appeals in Davis v. Sheerin defined oppression and recognized the potential remedy of a buyout, and anecdotal evidence suggests that oppression claims have proliferated at a rapid rate in the last couple years. The breadth and vagary of the judicial definition of “oppression,” along with questions regarding the adequacy and availability of remedies other than receivership, present courts with significant challenges. A petition for rehearing of the Texas Supreme Court’s decision to deny the petition for review in Ritchie v. Rupe is pending, but the court’s initial denial of review suggests that the possibility the court will take up the case is remote. Until the Texas Supreme Court provides guidance in this area, the precise parameters of the doctrine remain somewhat shrouded in mystery.