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....

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Retrospective on Texas Corporate Law

Corporations are so ubiquitous that it is surprising that they are a relatively recent legal development. Here is a history of the development of the Texas...

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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...

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Forming a Corporation

Choosing the Business Entity The selection of a type of business ownership is a decision that a person should make, in consultation with an attorney and...

  2543 Hits

Nature of the Corporation

What is a corporation? How is it different from a partnership? What are the legal obligations? Attributes of the corporate entity The corporate structure allows the...

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10 Ways Texas Lawyers Malpractice With Minority Shareholder Rights

Texas law governing minority shareholder rights is complex and full of traps for the unwary. Texas lawyers get it wrong every day--frequently exposing their clients to...

  1028 Hits

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...

  600 Hits

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...

  534 Hits

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...

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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...

  3568 Hits