Gray Reed

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1601 Elm Street
Suite 4600
Dallas, Texas 75201, United States
Phone: (214) 237-6370
Areas Of Practice
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Construction Law
  • Debtor/Creditor
  • Elections & Politics
  • Energy & Utilities
  • Environmental Law
  • Family Law
  • Finance & Banking
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Personal Injury
  • Products Liability
  • Real Estate
  • Securities Law
  • Taxation
  • Toxic Torts
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • Texas
Number of Attorneys
100+ Attorneys

2021 TBOC Changes: What Does This Mean for Texas Partnerships, Corporations, and LLCs?

The Texas Legislature, during its 87th Regular Session, passed several bills with direct implications for Texas partnerships, corporations, and limited liability companies. Below are some of the key changes for Texas entities,…more

Business Codes, Business Formation, Corporate Governance, Corporate Sales Transactions, Incorporation

See all updates »

Villareal v. Saenz: Fiduciary Duties Will Go On

In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite not…more

Breach of Duty, Business Disputes, Business Divorce, Business Litigation, Contract Terms

See all updates »

Patient Credit Balances And The Texas Unclaimed Property Law

Patient credit balances occur when a health care provider collects more coinsurance, copays and/or deductibles than it earned. Although this situation arguably beats the alternative of trying to collect earned fees from patients…more

Fiduciary Duty, Health Care Providers, Unclaimed Property

See all updates »

Royalty Obligations on Free-Use Gas Redux

Recall our recent post on Carl v. Hilcorp Energy Company from the U.S. District Court for the Southern District of Texas discussing the lessee’s royalty obligations on gas used off the premises in a market-value lease. See now,…more

Contract Terms, Gas Royalties, Gross Proceeds, Mineral Extraction, Mineral Leases

See all updates »

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for…more

Acquisition Agreements, Asset Purchase Agreements, Breach of Contract, Buyers, Contract Negotiations

See all updates »

Protecting Client Information When Using Accountants in Legal Matters

It is well-established that attorneys and their clients are entitled to private and protected communications.  But what level of protections are available when an accountant is used in an engagement to provide an area of…more

Accountants, Attorney-Client Privilege, Client Communication, Financial Services Industry, Privileged Communication

See all updates »

Midstream Dedications – Colorado Bankruptcy Court Levels the Playing Field

Until Monarch Midstream v. Badlands Energy, midstream companies facing rejection of their contracts in a producer’s bankruptcy were left with Abraham Lincoln’s least favorite negotiating option: If the both law and the facts are…more

Asset Protection, Chapter 11, Commercial Bankruptcy, Contract Terms, Covenants that Run With the Land

See all updates »

Texas Supreme Court Opinion Has Companies Double Checking Contractual Insurance Obligations

On February 15, 2019, the Texas Supreme Court issued its opinion in Exxon Mobil Corporation v. The Insurance Company of the State of Pennsylvania (ICSOP) reversing the First Court of Appeals and finding that ICSOP had waived…more

Appeals, Contract Terms, Endorsements, Energy Sector, Exxon Mobil

See all updates »

The Meaning of “Subject To” in a Deed

Commonwealth of Pennsylvania v. International Development Corporation resolved the question, In a 100 year old Pennsylvania deed is a “subject to” provision an exception to a grant or a warranty disclaimer?…more

Contract Terms, Deeds, Mineral Leases, Mineral Rights, Oil & Gas

See all updates »

The Corporate Transparency Act: What You Need to Know About Mandatory Beneficial Ownership Reporting Requirements Coming Soon

By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as…more

Anti-Corruption, Beneficial Owner, Corporate Transparency Act, FinCEN, Regulatory Requirements

See all updates »

Thoughts on Cryptocurrency and Tax Partnerships

Cryptocurrency holders often want to put their assets into an entity for a host of reasons, such as asset protection, arranging negotiated management rights and exit planning.  This post discusses basic federal income tax issues…more

Cryptocurrency, Income Taxes, Internal Revenue Code (IRC), Investment, Investment Companies

See all updates »

Can Executors Keep Secrets From Beneficiaries?

Following the untimely death last year of his father Big Daddy Bux due to COVID-19, brother Hustler Bux was appointed independent executor of Big Daddy’s Will. When Hustler asked for a judicial discharge, sister Kathy “Kitten” –…more

Asset Management, Beneficiaries, Breach of Duty, Decedent Protection, Estate Claims

See all updates »

Ending Corporate Greed Act & Build Back Better Act – Two Proposals for Increasing Revenue

On March 25, 2022, Senator Bernie Sanders (I-VT) introduced a new bill, “Ending Corporate Greed Act”, which coincides close in time with the release of Treasury’s Green Book, “General Explanations of the Administration’s Fiscal…more

Corporate Taxes, Green Book, Profits, Proposed Legislation, Regulatory Agenda

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Produced Water in Texas … Who Owns It?

As we welcome around 1,100 new Texans a day, water has become our most precious natural resource. According to the 2017 State Water Plan, Texas’ population is expected to increase more than 70 percent between 2020 and 2070, from…more

Energy Projects, Mineral Extraction, Natural Resources, Oil & Gas, Ownership Rules

See all updates »

Well Operator Escapes Liability After Disposing of its Working Interest

Does a former working-interest owner of a well bear continuing responsibility for a defective gas line despite having conveyed its ownership interest? The line was constructed by the former owner as operator of record, and it…more

Appeals, Construction Defects, Liability, Mandamus Petitions, Mineral Extraction

See all updates »

Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act – Five Key Takeaways

On March 3, 2022, President Biden signed into law the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the “Act”), prohibiting employers from enforcing predispute arbitration agreements and class…more

#MeToo, Arbitration, Arbitration Agreements, Biden Administration, Employer Liability Issues

See all updates »

Texas Community Property Law and How to Plan Around it

Jack Bux and his high school sweetheart, Diane, have been married a few years, but the pandemic has taken its toll on their relationship, and they could soon be parting ways…more

Business Valuations, Community Property, Division of Assets, Divorce, Family Businesses

See all updates »

OSHA’s New Guidance for the Energy Arena

The Occupational Safety and Health Administration (OSHA) recently issued guidance for oil and gas industry workers and employers in light of the increased risk of workplace exposure to COVID-19…more

Coronavirus/COVID-19, Infrastructure, Occupational Exposure, Oil & Gas, OSHA

See all updates »

Mechanic’s Liens For Design Professionals: A Powerful Payment Collection Tool

In these unprecedented times, every bit of revenue is critical to the continued operation of nearly every business operating within the construction industry. Fortunately, there are a myriad of remedies to aide collection…more

Construction Contracts, Construction Project, Contract Disputes, Contract Terms, Mechanics Lien

See all updates »

The Law of Booby Traps in Texas for Those Left Home Alone

The rule in Texas (and other states) is that setting a booby trap is permissible if and only if the facts are such that the property owner could have used same force and inflicted the same injury had he been present in person…more

Bodily Injury, Deadly Force, Gross Negligence, Property Owners, Self-Defense

See all updates »

SEC Approves Nasdaq Board Diversity Proposal

On August 6, 2021, the Securities and Exchange Commission (the “SEC”) approved the board diversity rule proposed by the Nasdaq Stock Market LLC (“Nasdaq”) mentioned in our previous article (the “Board Diversity Rule”). Nasdaq…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), LGBTQ

See all updates »

Most-Favored-Nations Clause Costs Lessee

This “most-favored-nations” clause in three oil and gas leases on land in LaSalle County, Texas, was at issue in EP Energy E&P Co., L.P. v. Storey Minerals, Ltd. ..…more

Bonuses, Contract Terms, Mineral Leases, Most-Favored Nations, Oil & Gas

See all updates »

Does it Matter if a Deed Correction is Material?

McCabe Trust v. Ranger Energy LLC, is the consequence of failing to comply with the Texas Property Code when correcting real property conveyances…more

Deeds, Energy Sector, Foreclosure, Mineral Leases, Mortgages

See all updates »

Missing Annual Franchise Tax Reports Can Have Big Consequences

A corporate client of the firm was recently sued for breach of contract and other violations. However, the company manager found himself facing a personal liability allegation for the company debts…more

Breach of Contract, Corporate Taxes, Debt, Failure-to-File, Franchise Taxes

See all updates »

Fifth Circuit Tells the Oil Patch That a Day Rate is Not a Salary

Under the Fair Labor Standards Act, what is required for an employee to be exempt from overtime pay? Ordinarily, it’s a guaranteed minimum salary. As the Department of Labor has explained, being paid on a “salary basis” means an…more

Day-Rate Pay, Employment Litigation, Exempt-Employees, FLSA, Highly Compensated Employees

See all updates »

Operator: How Would You Like to Pay Twice For That Pipe Delivery?

Thanks to the power of the trucking lobby, the prevailing policy on the question of who wins and who loses if a carrier of goods goes unpaid favors the carrier over the broker, shipper, consignor and consignee…more

Bills of Lading, Energy Projects, Freight Forwarding, Oil & Gas, Payment Terms

See all updates »

Coronavirus and the Energy Industry: Drilling into Force Majeure Clauses

Many oil and gas contracts – leases and JOAs for example – have force majeure clauses. The purpose is to allow contracting parties to suspend or terminate performance when certain circumstances arise that are beyond their…more

Breach of Contract, Business Interruption, China, ConocoPhillips, Contract Drafting

See all updates »

Proposed Revisions To The Anti-Kickback Regulatory Discount Safe Harbor: What Does This Mean For The Drug Industry And For Your Drug Prices In 2020?

Continuing the Trump administration’s efforts to lower drug prices and reduce patient out-of-pocket costs, on February 6,2019, the U.S. Department of Health and Human Services Office of Inspector General (“HHS”) released a much…more

Anti-Kickback Statute, Department of Health and Human Services (HHS), Drug Pricing, Health Care Providers, MCOs

See all updates »

IRS-Criminal Investigations Counts Down the Top 10 Cases of 2021

“The investigative work of 2021 has all the makings of a made for TV movie – embezzlement of funds from a nonprofit, a family fraud ring that stole millions in COVID-relief funds and a $1 billion Ponzi scheme used to buy sports…more

Bank Fraud, Bitcoin, Criminal Conspiracy, Criminal Investigations, Criminal Prosecution

See all updates »

Department Of Labor Proposes Rule Change To FLSA’s “Regular Rate”

On March 28, 2019, the Department of Labor (DOL) announced a proposed rule change to amend regulations that define an employee’s “regular rate” under the Fair Labor Standards Act (FLSA). Generally, the FLSA requires overtime pay…more

Department of Labor (DOL), FLSA, Over-Time, Proposed Rules, Rate of Pay

See all updates »

Uncharted Territory For Retail Tenants And Landlords: Factoring Online Returns Into Gross Sales Calculations

With the rise of e-commerce, declining foot traffic in malls and shuttering department stores,retail landlords and brick and-mortar tenants have faced a wave of challenges in recent years. As a result, both landlords and tenants…more

Brick-and-Mortar Stores, Commercial Leases, Commercial Tenants, Landlords, Real Estate Development

See all updates »

The TCPA Revisions Are Good for (Not Only) the Oil Business

As mentioned last week, the 86th Legislature amended the Texas Citizens Participation Act, Texas’ Anti-SLAPP law and defendants’ go-to weapon of destruction in a diverse range of cases…more

Anti-SLAPP, Breach of Contract, Frivolous Lawsuits, Harassment, Litigation Strategies

See all updates »

Operator Escapes Liability For a Gas Kick and Resulting Fire

The Texas Civil Practices and Remedies Code, Chapter 95, limits a property owner’s liability when an independent contractor hired to construct, repair, renovate or modify an improvement to the owner’s property brings a…more

Negligence, Oil & Gas, Personal Liability, Property Improvements, Property Owners

See all updates »

Executive Right Holder Liable for Refusing to Lease

In resolving disputes among the mineral interest family, there is no bright-line rule delineating the duty of the executive right holder. In Texas Outfitters Limited v. Nicholson, the Texas Supreme Court explained why. The Court…more

Contract Disputes, Contract Terms, Mineral Leases, Mineral Rights, Oil & Gas

See all updates »

Increased Scrutiny Surrounding Noncompete Agreements During the Pandemic

Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them…more

Employer Liability Issues, Employment Contract, Former Employee, Hiring & Firing, Non-Compete Agreements

See all updates »

Reporting Work-Related COVID-19 Diagnoses to OSHA

Employers are generally not responsible for reporting employees’ positive COVID-19 diagnoses to the U.S. Department of Health and Human Services or the Texas Department of State Health. However, employers may overlook the…more

Coronavirus/COVID-19, Employer Liability Issues, Health and Safety, OSHA, Recordkeeping Requirements

See all updates »

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for…more

Acquisition Agreements, Asset Purchase Agreements, Breach of Contract, Buyers, Contract Negotiations

See all updates »

Midstream Dedications – Colorado Bankruptcy Court Levels the Playing Field

Until Monarch Midstream v. Badlands Energy, midstream companies facing rejection of their contracts in a producer’s bankruptcy were left with Abraham Lincoln’s least favorite negotiating option: If the both law and the facts are…more

Asset Protection, Chapter 11, Commercial Bankruptcy, Contract Terms, Covenants that Run With the Land

See all updates »

Asking the IRS to Abate Penalties

All kinds of penalties are being assessed by the Internal Revenue Service (IRS) against taxpayers, and more can be expected in the future.  In 1954 there were 13 penalties in the Internal Revenue Code, and now there are more…more

Income Taxes, Internal Revenue Code (IRC), IRS, Tax Abatement, Tax Liability

See all updates »

The Storm After the Storm

Just as the Texas coast assessed the magnitude of Hurricane Harvey’s damage, Hurricane Irma was taking shape in the Atlantic. Fewer than two weeks later, Irma would crash into the Florida Keys. Estimates put Harvey and Irma’s…more

Construction Contracts, Construction Industry, Contract Terms, Hurricane Harvey, Hurricane Irma

See all updates »

Coronavirus and the Energy Industry: Drilling into Force Majeure Clauses

Many oil and gas contracts – leases and JOAs for example – have force majeure clauses. The purpose is to allow contracting parties to suspend or terminate performance when certain circumstances arise that are beyond their…more

Breach of Contract, Business Interruption, China, ConocoPhillips, Contract Drafting

See all updates »

Delaware Court Provides Clarity Regarding Anti-Bootstrapping Rule

On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”…more

Acquisition Agreements, Bootstrapping, Breach of Contract, Corporate Sales Transactions, Delaware General Corporation Law

See all updates »

Texas Supreme Court Opinion Has Companies Double Checking Contractual Insurance Obligations

On February 15, 2019, the Texas Supreme Court issued its opinion in Exxon Mobil Corporation v. The Insurance Company of the State of Pennsylvania (ICSOP) reversing the First Court of Appeals and finding that ICSOP had waived…more

Appeals, Contract Terms, Endorsements, Energy Sector, Exxon Mobil

See all updates »

Is Your Construction Business Prepared and Protected for ICE Undocumented Worker Audits?

Understand and navigate the government’s amplified focus on undocumented workers to protect your business from escalating fines, jail time, delay damages and back-charges Originally Published on ForConstructionPros.com…more

Business Interruption, Construction Industry, Construction Workers, Deportation, Employer Liability Issues

See all updates »

Carried Interest Taxation: Update on Final Regulations and Potential Legislative Changes

In January 2021, the U.S. Department of Treasury and the Internal Revenue Service  released final regulations (the Final Regulations) under Section 1061 of the Internal Revenue Code of 1986, as amended (the Code).  Code Section…more

Biden Administration, Capital Gains Tax, Carried Interest Tax Rates, Income Taxes, Internal Revenue Code (IRC)

See all updates »

Court Finds Declaratory Judgment Action, Not Trespass to Try Title

SM Energy Co. v. Union Pac. R.R. Co. considers a question frequently asked in Texas suits affecting title: When is a suit a trespass to try title action and not a declaratory judgment action?…more

Chain of Title, Contract Terms, Declaratory Judgments, Forum Selection, Mineral Leases

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The 86H Texas Legislative Session: A Grandslam For The Texas Construction Industry

After meeting for 140 days at the Capitol, Texas Legislators adjourned the 86th Legislative Session on May 27th, 2019. For the construction industry as a whole, many are saying that the 86th Legislative Session was one of the…more

Construction Contracts, Construction Defects, Construction Litigation, Contingency Fees, Damages

See all updates »

Lease Perpetuated Beyond Primary Term Without Production in Paying Quantities

If perpetuation of a mineral lease beyond the primary term is contingent upon continuous operations, do traditional notions of “production in paying quantities” always matter? Spoiler: No…more

Appeals, Contract Terms, Mineral Extraction, Mineral Leases, Mineral Rights

See all updates »

Increased Scrutiny Surrounding Noncompete Agreements During the Pandemic

Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them…more

Employer Liability Issues, Employment Contract, Former Employee, Hiring & Firing, Non-Compete Agreements

See all updates »

What’s To Know About the Defend Trade Secrets Act of 2016

Congress has passed the Defend Trade Secrets Act of 2016 and the president is expected to sign it into law. The DTSA allows suits in federal court for misappropriation of trade secrets. Before the DTSA, most litigants would sue…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Economic Espionage Act, Energy Sector, Ex Parte

See all updates »

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for…more

Acquisition Agreements, Asset Purchase Agreements, Breach of Contract, Buyers, Contract Negotiations

See all updates »

Missing Annual Franchise Tax Reports Can Have Big Consequences

A corporate client of the firm was recently sued for breach of contract and other violations. However, the company manager found himself facing a personal liability allegation for the company debts…more

Breach of Contract, Corporate Taxes, Debt, Failure-to-File, Franchise Taxes

See all updates »

“Provisional Authority” to Control Executive Rights Not Assignable

Geary v. Two Bow Ranch Limited Partnership* is an example of the havoc an unusual contract provision can create…more

Contract Terms, Mineral Leases, Mineral Rights, Oil & Gas, Warranty Deed

See all updates »

Texas Supreme Court Opinion has Buyers Checking the Language in their Deeds

In a closely watched case, the Texas Supreme Court (the "Court") held that the special warranty language used in a special warranty deed “qualifies” an implied covenant that the person conveying the land owns what he/she is…more

Contract Terms, Covenants that Run With the Land, Deeds, Implied Covenants, Real Estate Market

See all updates »

2021 TBOC Changes: What Does This Mean for Texas Partnerships, Corporations, and LLCs?

The Texas Legislature, during its 87th Regular Session, passed several bills with direct implications for Texas partnerships, corporations, and limited liability companies. Below are some of the key changes for Texas entities,…more

Business Codes, Business Formation, Corporate Governance, Corporate Sales Transactions, Incorporation

See all updates »

What’s New in the World of Stimulus Relief: A Discussion of American Rescue Plan Act

Since arriving in the United States the Coronavirus pandemic has taken a devastating toll on nearly every aspect of our economy. Industries such as construction have faced new hardships and challenges with workplace safety,…more

American Rescue Plan Act of 2021, Biden Administration, Broadband, Construction Project, Coronavirus/COVID-19

See all updates »

Proposed Revisions To The Anti-Kickback Regulatory Discount Safe Harbor: What Does This Mean For The Drug Industry And For Your Drug Prices In 2020?

Continuing the Trump administration’s efforts to lower drug prices and reduce patient out-of-pocket costs, on February 6,2019, the U.S. Department of Health and Human Services Office of Inspector General (“HHS”) released a much…more

Anti-Kickback Statute, Department of Health and Human Services (HHS), Drug Pricing, Health Care Providers, MCOs

See all updates »

Dallas Court Of Appeals Clarifies Where To Bring Injunction Suits

The Dallas Court of Appeals recently held that employers can choose where to sue former employees who have breached their covenants not to compete. In re Ross, No. 05-18-01052-CV, 2018 WL 6695596 (Tex. App.—Dallas Dec. 20, 2018,…more

Appeals, Employment Litigation, Injunctions, Non-Compete Agreements, Restrictive Covenants

See all updates »

Delaware Court Provides Clarity Regarding Anti-Bootstrapping Rule

On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”…more

Acquisition Agreements, Bootstrapping, Breach of Contract, Corporate Sales Transactions, Delaware General Corporation Law

See all updates »

Commercial Lease Assignments: A Tale Of Two Leases And Landlord’s Right To Recapture

An Overview of Assignment Rights - Commercial leases typically contain standard protections for landlords that may be potential pitfalls for tenants seeking to assign or transfer interests in a lease. A lease recapture…more

Commercial Leases, Commercial Tenants, Contract Negotiations, Contract Terms, Landlords

See all updates »

Left in the Cold: Terminating Merger Agreement that Eliminates Liability for Post-Termination Claims Means What It Says

The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to…more

Breach of Contract, Contract Drafting, Contract Terms, Covenant of Good Faith and Fair Dealing, Implied Covenants

See all updates »

Big Damages in a Texas Trade Secret Case

Defendants accused of stealing trade secrets often claim that publicly available information can’t constitute a trade secret. Sometimes yes, but mineral ownership that can be determined from the public record only after lengthy,…more

Breach of Contract, Confidentiality Agreements, Economic Loss Doctrine, Mineral Rights, Misappropriation

See all updates »

Deepwater Horizon Settlement Fine-Tuned By Fifth Circuit

The Fifth Circuit has taken steps to fine-tune the interpretation and implementation of the agreement BP negotiated to settle its massive liabilities arising from the April 2010 oil spill following the explosion of the Deepwater…more

Deepwater Horizon, Gulf Oil Spill, Settlement

See all updates »

A Horse, a Horse, My Kingdom for a Horse! Lack of Proper Documentation Dooms IRS Disputes

In real life (and especially, it seems, in tax law) it is more like to be the lack of a timely piece of paper that causes the taxpayer to lose. In the course of administering a trust, it sometimes happens that mistakes are…more

Demand Letter, Distribution Rules, Income Taxes, Internal Revenue Code (IRC), IRS

See all updates »

Three's A Cowd: Texas Court Confirms That Material Correction Instruments Must Be Executed By Heirs, Successors, Or Assigns In Yates Energy Corporation V. Broadway National Bank

In a case of first impression, on December 19, 2018, the San Antonio Court of Appeals held that Section 5.029 of the Texas Property Code (the “Material Correction Statute”) requires that correction instruments be executed by a…more

Deeds, First Impression, Oil & Gas, Royalties

See all updates »

Potential Pitfalls in Waiving or Retaining Attorney-Client Privilege over Pre-Closing Communications in Asset Sales

In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the…more

Attorney-Client Privilege, Corporate Sales Transactions, Pre-Closing Issues, Private Equity, Purchase Agreement

See all updates »

Climate Change Lawsuits Plague Oil and Gas Producers

The causes of action vary from case to case. The common denominator is that the suits are filed in state court and allege only state law claims.  Despite producers’ best efforts, the federal courts have denied federal…more

Climate Change, Consumer Protection Laws, Environmental Policies, Fossil Fuel, Jurisdiction

See all updates »

Three's A Cowd: Texas Court Confirms That Material Correction Instruments Must Be Executed By Heirs, Successors, Or Assigns In Yates Energy Corporation V. Broadway National Bank

In a case of first impression, on December 19, 2018, the San Antonio Court of Appeals held that Section 5.029 of the Texas Property Code (the “Material Correction Statute”) requires that correction instruments be executed by a…more

Deeds, First Impression, Oil & Gas, Royalties

See all updates »

IRS Penalty Denied Because of Poor Penmanship

Many people, myself included, can sometimes be accused of poor penmanship. As our paperwork becomes more and more electronic, we write less and less down with pen and paper. However, a recent decision from the tax court may be…more

Enforcement Actions, Income Taxes, Internal Revenue Code (IRC), IRS, Tax Court

See all updates »

Delaware Bankruptcy Court Treats Royalty Owner Claims as Unsecured

If you are a royalty owner and have questions about how your claim is likely to be treated when your lessee/operator goes into bankruptcy in Delaware, In re MTE Holdings LLC is a significant case…more

Bankruptcy Court, Commercial Bankruptcy, Mineral Leases, Oil & Gas, Proof of Claims

See all updates »

Texas Supreme Court Deems Continuous Development Clause Ambiguous

In Endeavor Energy Resources, L.P. v. Energen Resources Corp. et al. the Supreme Court of Texas construed a continuous development clause in an oil and gas lease covering 11,300 acres in Howard County. After the primary term,…more

Ambiguous, Contract Drafting, Contract Interpretation, Contract Terms, Critical Infrastructure Sectors

See all updates »

Texas Court Applies Amended Citizens Participation Act to a Lease Dispute

Howard, et al. v. Matterhorn Energy, LLC, et al. [6th Dist.] May 4, 2021 considered the Texas Citizens Participation Act as amended, effective on September 1, 2019…more

Breach of Contract, Contract Terms, Lis Pendens, Mineral Leases, Mineral Rights

See all updates »

Texas Supreme Court: Actual Notice Does Not Satisfy Written Notice Requirement

In James Construction Group, LLC v. Westlake Chemical Corporation, the Texas Supreme Court clarified the standard necessary to satisfy notice provisions in a construction contract.  The Court’s opinion reached two key holdings:…more

Construction Contracts, Construction Disputes, Construction Litigation, Construction Project, Contract Termination

See all updates »

Texas Laws Emergency Contractors Must Know

As evidenced by the unprecedented arctic weather last week and the resulting fallout, emergency construction services are essential. Freezing temperatures, hurricanes, tornadoes and other natural disasters lead to a high demand…more

Construction Project, Contract Solicitation, Contractors, Natural Disasters, Price Gouging

See all updates »

Key 2021 Amendments to Delaware Business Entity Statutes

This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform Limited…more

Alternative Entity Laws, Contract Terms, Corporate Governance, Delaware General Corporation Law, Delaware Limited Liability Company Act

See all updates »

Texas Supreme Court Opinion Has Companies Double Checking Contractual Insurance Obligations

On February 15, 2019, the Texas Supreme Court issued its opinion in Exxon Mobil Corporation v. The Insurance Company of the State of Pennsylvania (ICSOP) reversing the First Court of Appeals and finding that ICSOP had waived…more

Appeals, Contract Terms, Endorsements, Energy Sector, Exxon Mobil

See all updates »

Delaware Bankruptcy Court Treats Royalty Owner Claims as Unsecured

If you are a royalty owner and have questions about how your claim is likely to be treated when your lessee/operator goes into bankruptcy in Delaware, In re MTE Holdings LLC is a significant case…more

Bankruptcy Court, Commercial Bankruptcy, Mineral Leases, Oil & Gas, Proof of Claims

See all updates »

Pipeline Prevails Over Governmental Entity in Condemnation Dispute

A pipeline company condemning property of a governmental entity? That’s something you don’t see every day. Score a win for “big pipe” against “big government”. In Harris County Fresh Water Supply District No. 61 v. Magellan…more

Condemnation, Easements, Eminent Domain, Energy Projects, Government Entities

See all updates »

Climate Change 101 for Landmen and Lawyers: Uninhabitable Earth or False Alarm? (Part 5)

This is the conclusion of a five part series reviewing False Alarm, How Climate Panic Costs us Trillions, Hurts the Poor, and Fails to Fix the Planet, by Bjorn Lomborg…more

Carbon Emissions, Carbon Taxes, Climate Change, Energy Policy, Environmental Policies

See all updates »

Defining a Win in Litigation: Mitigating Losses

In this series on defining wins in litigation, we’ve talked about defining the goals and strategies at the outset, clear and open communication, and the benefits of resolving a dispute both financially and reputationally.  The…more

Damages, Litigation Strategies, Loss Mitigation, Mitigation, Punitive Damages

See all updates »

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JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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