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 Fiduciary...
  503 Hits
503 Hits

Can Fiduciary Duties Be Waived in a Settlement

Waiving Fiduciary DutiesSettlements of shareholder disputes may later be attacked and set aside if the settlement violated fiduciary duties owed by the defendant to the plaintiff....
  601 Hits
601 Hits

Disclaimers of Reliance in Shareholder Settlements

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 do...
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318 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...
  327 Hits
327 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...
  334 Hits
334 Hits

Joint and Several Liability for Breach of Fiduciary Duty

When may a defendant be held jointly and severally liable for the tortious conduct of another? Civil Conspiracy, Aiding and Abetting, Knowing ParticipationThe classic statement was...
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1135 Hits

Texas Civil Practice and Remedies Code 38.001 for Breach of Fiduciary Duty

Can a Plaintiff Recover Attorney’s Fees Under Texas Civil Practice and Remedies Code 38.001 for a Tort Cause of ActionTexas is one of the more liberal...
  1364 Hits
1364 Hits

Fiduciary Duties of the Limited Partnership General Partner in Texas

Are Officers of a Corporate General Partner Liable for Breach of Fiduciary Duties in a Texas Limited Partnership?A very common business organization structure in Texas is...
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1357 Hits