Byron Egan

Byron Egan

Jackson Walker

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How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

2/17/2014 - Acquisitions Board of Directors Corporate Counsel Corporate Officers Dodd-Frank Executive Compensation Fiduciary Duty Financial Regulatory Reform Limited Liability Companies Mergers Sarbanes-Oxley

Life Cycle Of A Company – Choice Of Entity And Key Contents Of Organization Documents

I. GENERAL. A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation •...more

1/22/2014 - Business Formation Choice of Entity Corporate Taxes Income Taxes IRS Startups Texas

M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities©

In This Issue: - Perspective - Pre-Signing Definitive Documents - Between Sign and Close - Post-Closing: Fraud Claims - Post-Closing: Survival Clauses - More on Fraud: Not all Erroneous Statements of...more

12/11/2013 - Contract Formation False Statements Fraud Limitation of Liability Clause Non-Parties Remedies Representations and Warranties Survival Clauses

Misbehaving Directors, Including Directors’ Duties To Maintain The Confidentiality Of Information

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

11/5/2013 - Board of Directors Breach of Duty Confidential Information Confidentiality Corporate Counsel Corporate Governance Executive Compensation Fiduciary Duty Fiduciary Liability Proxy Statements Self-Dealing

Confidentiality Agreements: How To Draft Them And What They Restrict

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

10/14/2013 - Acquisitions Confidential Information Contract Drafting Contract Interpretation Corporate Counsel Disclaimers Fiduciary Duty Mergers Non-Disclosure Agreement Representations and Warranties Standstill Agreements Waivers Warranties

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

10/8/2013 - Annual Meeting Board of Directors Business Judgment Rule Conflicts of Interest Corporate Officers Cybersecurity Derivative Suit Dissident Shareholders Dodd-Frank Executive Compensation Fiduciary Duty General Partnerships Hostile Takeover Limited Partnerships LLC Sarbanes-Oxley Self-Dealing

Fiduciary Duties In Oil Patch Deals

I. GENERAL. A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation •...more

7/22/2013 - C-Corporation Fiduciary Duty General Partnerships Income Taxes Limited Partnerships LLC LLPs Misappropriation Oil & Gas Power of Attorney S-Corporation Trade Secrets

Legislative Update: Business Law

I. GENERAL. A. Introduction. In selecting a form of business entity in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General...more

7/5/2013 - Board of Directors Business Formation Business Taxes C-Corporation Corporate Governance Corporate Veil Fiduciary Duty LLC LLPs New Legislation Partnerships S-Corporation Wind-Up Process

Dissident Director Who Harms Corporation To Further Personal Objectives Violates Duty Of Loyalty

I. Director Duty of Loyalty - Directors owe fiduciary duties to a corporation on whose Board of Directors (“Board”) they serve and effectively to all of its stockholders. The fiduciary duty of loyalty dictates that...more

7/4/2013 - Board of Directors Breach of Duty Confidential Information Directors Dissident Directors Duty of Loyalty Fiduciary Duty

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