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November 1, 2015Erica J. Reyes

Liability of a Partner—When Can You Collect From the Partner If the Partnership Does Not Pay?

Am. Star Energy & Mineral Corp. v. Stowers, 457 S.W.3d 427 (Tex. 2015)

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”).

November 1, 2012Legal Opinions Committee of the Business Law Section

Supplement No. 5 to the Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions

Statement on Entity Status, Power and Authority Opinions Regarding Pre-Code Texas Entities and Pre-Code Registered Foreign Entities Under the Texas Business Organizations Code

November 7, 2019Daryl B. Robertson

2019 Texas Legislative Update on Amendments to Entity Laws

This article summarizes several pieces of legislation that have been passed by the Texas Legislature in its 2019 Regular Session and that amend the Texas Business Organizations Code and the Texas Business and Commerce Code. It covers changes to assumed name filings, authorized use of electronic data systems, delayed effectiveness of filings, deriviative proceedings, voting agreements, LLC provision amendments, partnership provision amendments, two-step offer merger transactions, ratification of defective acts, directors of non-profit organizations, and notice of redemptions by for profit corporations.

November 7, 2019Byron F. Egan

Derivative Actions Under the Texas Business Organizations Code

The fiduciary duties of directors or other governing persons of an entity and its officers are generally owed to the corporation, limited liability company (“LLC”) or limited partnership (“LP”) entity they serve and not to any individual owners. Thus, a cause of action against a director or other governing persons of an entity and its officers for breach of fiduciary duty would be vested in, and brought by or in the right of, the entity. Statutes in both Texas6 and Delaware authorize an action brought in the right of the entity by a stakeholder against its Board for breach of fiduciary duty.8 Such an action is called a “derivative action.” The TBOC was amended in the 2019 Legislative Session to make consistent derivative proceedings provisions governing for profit corporations with those governing LLCs and LPs by House Bill No. 3603, which became effective on September 1, 2019.

March 14, 2019Elizabeth S. Miller

Drafting Limited Liability Company Agreements

It is often stated that one of the benefits of organizing an entity as a limited liability company is that this form of entity offers the owners and governing authority of the entity the flexibility to agree to provisions for the economic terms and governance that are more flexible than available with respect to a corporation. This is true, and indeed limited liability companies are sometimes used to create highly complex structures with multiple classes of ownership interests and highly customized provisions regarding management and governance of the entity, including complicated provisions for voting and management succession. However, given the large number of entities now being created as limited liability companies in Texas and other states, it is likely that many of these new entities are not entities with complex structures with multiple classes of ownership and complex bureaucracies for governance.The purpose of this paper is to present and discuss models for governing agreements for limited liability companies when a simple structure is needed.

May 11, 2012Elizabeth S. Miller

Recent Case Law Developments for Texas Practitioners

Summarized below are selected recent cases of interest to the Texas business law practitioner. This survey only covers opinions issued since the beginning of 2011 and concentrates on Texas Supreme Court opinions and opinions dealing with issues are that are not well-developed or well-settled.