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
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
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
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
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
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. 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. 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
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 ,
Limited Liability Company (LLC) ,
LLPs ,
New Legislation ,
Partnerships ,
S-Corporation ,
Wind-Up Process
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