Corporate Fiduciary Duties in Texas

“Corporation officers and directors are fiduciaries.” “Directors, or those acting as directors, owe a fiduciary duty to the corporation in their directorial actions.”Traditional Formulation of Fiduciary...

Can Fiduciary Duties Be Waived in a Settlement

Waiving Fiduciary DutiesSettlements of shareholder disputes may later be attacked and set aside if the settlement violated fiduciary duties owed by the defendant to the plaintiff....

Disclaimers of Reliance in Shareholder Settlements

Settlement agreements that disclaim reliance may provide a defense against a subsequent fraud claim.But not always. When are disclaimers of reliance effective and enforceable? How do...

Attacking Shareholder Settlements

How can you buy-out a fellow shareholder (or have the company do so) and make sure that the deal is final? The law makes it very...

LLC Oppression Remedies Under §11.314

Texas Business Organizations Code section 11.314 provides that the limited liability company becomes subject to district court jurisdiction to order winding up and termination if a...

LLC Dissolution Claims Under TBOC 11.314(1) and (2)

Texas Business Organizations Code Section 11.314 provides:A district court in the county in which the registered office or principal place of business in this state of...

LLC Oppression Under Section 11.314(3)

Texas Business Organizations Code Section 11.314 provides:A district court in the county in which the registered office or principal place of business in this state of...

The Texas LLC Dissolution Statute--TBOC §11.314(3)

Texas Business Organizations Code Section 11.314 provides:A district court in the county in which the registered office or principal place of business in this state of...

LLC Member Oppression After Ritchie v. Rupe

Shareholder Oppression is as likely and frequent in limited liability companies as it is in closely-held corporations. Surprisingly, LLC members may have remedies under Texas law...

Abusive Use of Buy-Sell Agreements

While shareholder agreements—in particular, Buy-Sell provisions—may provide some protection for minority shareholders against shareholder oppression, ordinarily they are not. More often, the Buy-Sell provision becomes the...