Financing Issues in Creating a New Corporation

Capital Structure-Debt vs. EquityGenerally speaking, corporations raise capital through debt or equity or a combination of both. Equity investments—the purchase of shares issued by the corporation—involve...
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935 Hits

Forming a Corporation

Choosing the Business EntityThe selection of a type of business ownership is a decision that a person should make, in consultation with an attorney and an...
  1966 Hits
1966 Hits

Stock in a Corporation

What is stock in a corporation?Capital StockThe defining characteristic of a corporate legal structure is that its ownership is in the form of stock. The “capital...
  893 Hits
893 Hits

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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793 Hits

Share Certificates

Ownership interests in a for-profit corporation must be evidenced by a share certificate, unless otherwise provided by the governing documents of the corporation or by resolution...
  1454 Hits
1454 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 entityThe corporate structure allows the owners of...
  533 Hits
533 Hits

Property Rights and Privileges of Share Ownership

Texas law recognizes “the property right which a share in such a company creates.” Yeaman v. Galveston City Co., 167 S.W. 710, 719 (Tex. 1914). In...
  1023 Hits
1023 Hits

Pre-Incorporation Issues

PromotersThe role of the “promoter” is a bit of an anachronism under the Business Organizations Code. Dean Hildebrand defined a promoter as “one who brings together...
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778 Hits

Corporate Governing Documents

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...
  620 Hits
620 Hits

There Are Fiduciary Duties to Minority Stockholders in a Stock Redemption

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...
  1397 Hits
1397 Hits