Promoters The role of the “promoter” is a bit of an anachronism under the Business Organizations Code. Dean Hildebrand defined a promoter as “one who brings...
In prior blog posts, we have dealt with the issue of shareholder oppression that ends in a stock redemption. While generally majority shareholders do not owe...
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...
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...
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...
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...
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....
How is the business judgment rule applied procedurally? What impact does it have on pleading, motions practice, and jury charge? Pleading While the business judgment rule...
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 to a claim of mismanagement? Obviously, the business judgment rule does not apply to a claim not brought...
