In new legislation signed today by Governor Abbott, Texas has revamped its Court system for resolving business disputes with the creation of new trial and appellate courts with judges to be appointed by the governor with the...more
On September 1, 2021, more than 650 new Texas laws went into effect. As businesses ensure compliance with several of the new laws, Jackson Walker provides a summary below of a number of newly effective and upcoming laws....more
9/9/2021
/ Business Codes ,
Concealed Carry Permit ,
Concealed Weapons ,
Coronavirus/COVID-19 ,
Employer No-Weapons Policies ,
Firearms ,
Governor Abbott ,
Gun Laws ,
Labor Code ,
New Legislation ,
Public Schools ,
Remote Working ,
Sexual Harassment ,
Vaccinations
Several key bills amending the Texas Business Organizations Code (TBOC) and Texas Business & Commerce Code (TBCC) were passed in the 87th Texas Legislature, Regular Session (the “2021 Legislative Session”), which convened on...more
An “earnout” is a deal mechanism used in a merger and acquisition transaction (“M&A Transaction”) which structures the terms upon which a buyer agrees to pay additional consideration to the seller after the closing of the M&A...more
For guidance on business entities in Texas and Delaware, look no further than Jackson Walker's resident expert, Byron Egan, who literally wrote the book on choice of entity. The third edition of his treatise, EGAN ON...more
Disputes often arise over whether parties have agreed to, or by their conduct they have, committed themselves to a transaction. On January 31, 2020, the Texas Supreme Court delivered its decision in Energy Transfer Partners,...more
In 2015, Blue Bell Creameries USA, Inc., a Delaware subchapter S corporation headquartered in Brenham, Texas (Blue Bell), through subsidiaries made and distributed ice cream tainted with listeria bacteria. As a consequence,...more
7/1/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Compliance Management Systems ,
DE Supreme Court ,
Duty of Loyalty ,
Food Recalls ,
Food Safety ,
Listeria ,
Public Health ,
Publicly-Traded Companies
Five Business Entity Forms in Both Texas and Delaware -
• Corporation
• General Partnership
• Limited Partnership
• Limited Liability Partnership (“LLP”)
• Limited Liability Company (“LLC”)
This program focuses on...more
2/27/2018
/ Allocation of Funds ,
Articles of Incorporation ,
Business Entities ,
Business Formation ,
Business Partners ,
Business Taxes ,
C-Corporation ,
Capital Structures ,
Corporate Dissolution ,
Delaware General Corporation Law ,
Fiduciary Duty ,
General Partnerships ,
Indemnification ,
Joint Venture ,
Limited Liability Company (LLC) ,
Limited Liability Partnerships ,
Limited Partnership Agreements ,
Limited Partnerships ,
Managing Members ,
Members ,
Mergers ,
Partnership Agreements ,
Piercing the Corporate Veil ,
S-Corporation ,
State Taxes ,
Tax Cuts and Jobs Act
View Jackson Walker partner Byron Egan’s publication entitled, Forum Selection, Jury Waiver and Choice of Law Provisions in Acquisition Agreements, prepared for the TexasBarCLE Essentials of Business Law: Protecting Your...more
I. CONFIDENTIALITY AGREEMENT -
A confidentiality agreement (“Confidentiality Agreement”), also sometimes called a nondisclosure agreement (“NDA”), is typically the first stage for the due diligence process as parties...more
Agenda
- Letters of Intent
- Best Efforts
- Indemnification
- Sandbagging
- Non-Reliance
- Fiduciary Duties
- Letters of Intent:
• Buyer may seek letter of intent that is generally not binding on either party...more
9/19/2017
/ Acquisitions ,
Best Efforts Clauses ,
Board of Directors ,
Duty to Defend ,
Duty to Indemnify ,
Energy Contracts ,
Exculpatory Clauses ,
Fiduciary Duty ,
Indemnification Clauses ,
Letters of Intent ,
Mergers ,
Non-Reliance Clauses ,
Sandbagging ,
State Law Claims
Five Business Entity Forms:
• Corporation
• General Partnership
• Limited Partnership
• Limited Liability Partnership
(“LLP”)
• Limited Liability Company
(“LLC”)
...more
1/19/2017
/ Books & Records ,
Breach of Duty ,
Business Formation ,
Business Judgment Rule ,
Business Taxes ,
Choice of Entity ,
Confidentiality Agreements ,
Conflicts of Interest ,
Corporate Taxes ,
Delaware General Corporation Law ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
General Partnerships ,
Inflated Stock Purchase Price ,
Joint Venture ,
Letters of Intent ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Minority Shareholders ,
Partnerships ,
Personal Liability ,
S-Corporation ,
Secretary of State ,
Shareholder Rights ,
State of Incorporation
The joint venture is a vehicle for the development of a business opportunity by two or more entities acting together, and will exist if the parties have: (1) a community of interest in the venture, (2) an agreement to share...more
9/25/2015
/ Antitrust Provisions ,
Business Entities ,
Business Opportunities ,
Business Taxes ,
Choice of Entity ,
Funding ,
Governance Standards ,
Intellectual Property Protection ,
Joint Venture ,
Profit Sharing ,
Transfer of Interest
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 party transactions,...more
The buyer of a privately-held business usually seeks to impose only on the seller (and often its owners) financial responsibility for breaches of representations and covenants in the acquisition agreement and for other...more
The joint venture is a vehicle for the development of a business opportunity by two or more entities acting together, and will exist if the parties have: (1) a community of interest in the venture, (2) an agreement to share...more
In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more
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
• General Partnership
• Limited...more
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 Company (LLC) ,
Mergers ,
Sarbanes-Oxley
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
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
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
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
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 Liability Company (LLC) ,
Limited Partnerships ,
Sarbanes-Oxley ,
Self-Dealing