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June 1, 2016Rebecca Todd

What is the Scope and Effect of the Copyright Act’s Preemption of a State Law Claim For Theft or Misappropriation of Trade Secrets? What Evidence is Insufficient to Avoid Summary Judgment in Favor of the Defendant?

Spear Mktg. v. BancorpSouth Bank, 791 F.3d 586 (5th Cir. 2015)

November 1, 2012Thomas Horton

Partnership Law – Does a Partner’s Desire to Terminate the Partnership at a Later Date Constitute Dissolution?

Buck v. Palmer, 381 S.W.3d 525 (Tex. 2012)

November 1, 2020Tyler Allen

Common Law Defense to a Chargeback—Whether The UCC Right to a Chargeback Can Be Countered By the Common Law Right to an Offset When a Bank is Bound By a Wire Transfer Agreement

The Court concluded that Cadence breached the wire transfer agreement by using provisional credit funds and failing to transfer funds from a “collected balance,” using Elizondo’s construction of the term. Therefore, the breach entitled Elizondo to offset Cadence’s chargeback by the amount of overdrawn funds as a matter of law.

November 8, 2024Ryan A. Glasgow

FTC Rule Banning Employment-Based Non-Compete Agreements: Considerations for Employers

This short paper sets out what the FTC Rule provides for and summarizes the legal challenges to the Rule and the state of play in each case. It then sets forth a series of considerations that employers should consider, given the terms of the Rule and the state of the litigation.

March 14, 2019Jeff Golub

Shareholder Agreements: Litigation Perspectives

It has been almost five years since the Texas Supreme Court declined to recognize a common law cause of action for shareholder oppression. Ritchie v. Rupe, 443 S.W.3d 856 (Tex. 2014). Although it restricted shareholder common law rights, Ritchie did not put an end to shareholder litigation. As highlighted further below, recent cases show that shareholders continue to seek available judicial remedies, including through derivative actions and the various statutory and common law causes of action and remedies outlined by the Court in Ritchie. These cases provide insight into the types of claims practitioners should be cognizant of when advising their clients and drafting organizational documents. Through its repeated emphasis on the use of shareholder agreements, the Court in Ritchie for many situations left it to shareholders and corporations to protect their respective rights and interests and govern themselves by contract. Id. at 871. Thus, five years after Ritchie, the importance of well-drafted shareholder agreements cannot be understated. Accordingly, this article also discusses some of the potential provisions that practitioners should strongly consider including in their organizational documents, including shareholder agreements.