How to Draft a Shareholder Settlement
Shareholder buy-outs and settlements may be set aside for fraud or breach of fiduciary duties. Careful drafting my prevent subsequent attacks.
The law makes it difficult to reach a final settlement involving the acquisition of ownership interests. Care in drafting and arranging the circumstances of the settlement may vitiate some of these risks. Drafters must remember that not only fraudulent misrepresentations need to be dealt with but also fraudulent non-disclosures and breaches of fiduciary duty.
Draft a Fraud-Proof Shareholder Settlement
- Vulnerability of settlements under theories of fraud, fiduciary duties, and Texas Securities Act
- Enforceability of disclaimers of reliance
- Drafting the release language
- Settlement Checklist with sample provisions