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....

  1388 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...

  1146 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...

  881 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....

  867 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...

  713 Hits

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

Texas Shareholder Oppression in the Legislature

Will the Texas Legislature Restore the Shareholder Oppression Claim? The Texas Supreme Court's Ritchie v. Rupe decision overturned the Texas shareholder oppression doctrine. The implications for...

  548 Hits

New article on Michigan Shareholder Oppression

Michigan has a robust statutory remedy for shareholder oppression. GGerald Mantese, Douglas Toering, and Fatima Mansour have just publised a fascinating new article in the January...

  612 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