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Does Halliburton II Allow Defendants to Prove a Lack of "Correctiveness" to Defeat Class Certification?
In Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), the U.S. Supreme Court held that defendants in federal securities fraud cases may defeat class certification by proving a lack of “price impact” at the class certification stage. This holding gave defendants in such cases a significant new opportunity to defeat class certification. But lower courts so far have not given Halliburton II the robust application that Halliburton and other corporate defendants may have hoped for.
The Texas Margin Tax: Is It Time For The Curtain Call?
On January 1, 2008, the business landscape changed dramatically for tens of thousands of Texas-based businesses. This change was the result of legislation that made significant revisions to the Texas franchise tax (now commonly called the “margin” tax) by expanding its scope to include entities that never before had been subject to the tax and significantly altering how the tax is calculated. To put it mildly, the margin tax has not been well received, and it is doubtful that it will reach its tenth anniversary.
Filling in the Gaps: Shareholder Oppression After Ritchie v Rupe, Part 1
On June 20, 2014, the Texas Supreme Court’s decision in Ritchie v. Rupe initiated a seismic shift in Texas law governing the protection of minority shareholders in closely-held corporations and limited liability companies. After almost thirty years of steady appellate court development of a judicial remedy for oppressive conduct against minority shareholders, recognizing the trial court’s power to force an oppressive controlling shareholder to purchase the oppressed minority shareholder’s stock for a fair value, the Texas Supreme Court suddenly announced that no common law cause of action for oppression existed and that Texas courts had no power to order a buy-out under the statutory remedy for oppression. This article provides an insight into how effective Texas law governs the relationship between shareholders and corporations in light of the Ritchie v. Rupe decision. The author aims to evaluate the extent that the law has left a “gap” in the protection to individual minority shareholder interest after Ritchie, and explore how the court should interpret existing legal rights, corporate duties and remedies to fill in these gaps.