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