Proving Compliance with Fiduciary Duties in a Stock Redemption

Elsewhere on this website and blog post, we have argued that majority shareholders and corporations owe fiduciary duties to minority shareholders in the context of a...
  890 Hits
890 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...
  793 Hits
793 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

Majority Shareholders May Not Maliciously Time a Transaction

In prior blog posts, we have dealt with the issue of shareholder oppression that ends in a stock redemption. While generally majority shareholders do not owe...
  538 Hits
538 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

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...
  670 Hits
670 Hits

Do Texas Inspection Laws Apply to Foreign Corporations – Part One

A very important issue of corporate law is currently pending before the Texas First Court of Appeals in the case of Hartman Income REIT, Inc. v....
  686 Hits
686 Hits

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....
  1010 Hits
1010 Hits