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
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
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
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 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. 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
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 Liability Company (LLC) ,
Limited Partnerships ,
LLPs ,
Misappropriation ,
Oil & Gas ,
Power of Attorney ,
S-Corporation ,
Trade Secrets
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