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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.

Update On Legal Opinion Matters, Including the Texas Corporate Opinion Report

In 1992, the Legal Opinions Committee of the Business Law Section of the State Bar of Texas (Texas Legal Opinions Committee) issued its Report Regarding Legal Opinions in Business Transactions. 1 Six supplements to the 1992 Legal Report have since been issued to update aspects of the report. 2 Most recently, in 2019, a subcommittee of the Texas Legal Opinions Committee began work on a new Corporate Opinion Report to update sections of the 1992 Texas Report addressing corporate status, corporate power, corporate action, and corporate shares in regard to Texas - formed corporations and opinions often requested in regard to the registration and good standing of corporations formed outside of Texas. 3 This presentation reports on the status of the Corporate Opinion Report and includes information about the background and evolution of reports that address third-party opinion letters 4 and the opinions given therein, and why those reports are important.