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