Corporate Governing Documents

Whenever a client comes to us with a concern about how they are being treated as a shareholder or how the corporation is being run, the...

There Are Fiduciary Duties to Minority Stockholders in a Stock Redemption

After Ritchie v. Rupe, it is clear in Texas that there is no fiduciary duty generally that majority stockholders owe to minority stockholders. This means that...

Five Big Mistakes in Crafting Buy-Sell Agreements

As a general rule, buy-sell agreements are important protections against shareholder oppression. The reason that oppressive tactics are so effective is that the minority shareholder is...

Do Texas Inspection Laws Apply to Foreign Corporations – Part Two

Is a shareholder’s right to inspect corporate documents an “internal affair” of the corporation? If so, then the law of the state of incorporation applies. If...

Do Texas Inspection Laws Apply to Foreign Corporations – Part One

A very important issue of corporate law is currently pending before the Texas First Court of Appeals in the case of Hartman Income REIT, Inc. v....

The Business Judgment Rule in Civil Procedure

How is the business judgment rule applied procedurally? What impact does it have on pleading, motions practice, and jury charge?PleadingWhile the business judgment rule is referred...

Sale-to-a-Looter Breach of Fiduciary Duty Claim

What if the majority shareholder sells out to a crook who subsequently loots the company? The minority shareholders may have a breach of fiduciary duty claim....

When Does the Business Judgment Rule Not Apply?

When does the business judgment rule not apply to a claim of mismanagement?Obviously, the business judgment rule does not apply to a claim not brought under...

Texas Business Judgment Rule Defense

“The business judgment rule in Texas generally protects corporate officers and directors, who owe fiduciary duties to the corporation, from liability for acts that are within...

How To Draft an Enforceable Shareholder Settlement

Agreements that settle shareholder disputes or that provide for shareholder buy-outs are extremely vulnerable to later attack on grounds of fraud and breach of fiduciary duty....