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        • Business Judgment Rule
        • Statute of Limitations
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        • Suppression of Dividends
          • Sub-S Tax Distributions
          • Patton v. Nicholas
          • Morrison v. St. Anthony Hotel
          • Argo v. Shagrithaya
        • "No Dividend" Policy
        • Constructive Dividends
        • Statute of Limitations
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        • Fraud in Share Repurchase
        • Majority Shareholder Fraud
        • Fraud Statute of Limitations
      • Texas Derivative Actions
        • Direct vs. Derivative
        • Fiduciary Duties of Officers and Directors
          • Usurping Corporate Opportunities
          • Excessive Compensation
        • Derivative Suits in Closely-Held Corporations
        • Freeze Out Merger
        • Derivative Statute of Limitations
      • The Company Lawyer
        • Authority to Hire Corporate Lawyer
    • Texas LLC Law
      • Texas LLCs
      • LLC Member Oppression
      • LLC Oppression Remedies
    • 50 State Survey of Shareholder Law
  • Downloads
    • Filling in the Gaps: Shareholder Oppression - Part 1
    • Filling in the Gaps: Shareholder Oppression - Part 2
    • LLC Member Oppression
    • Duty of Loyalty and Business Judgment Rule
    • How to Fraud-Proof Shareholder Settlements
    • Shareholder Agreements and Oppression
    • Deadlocked Companies Can't Hire Lawyers
    • Bylaws Template
  • Blog
  • Contact
  • Home
  • About Us
    • Our Team
      • Kirby D. Hopkins
      • Joseph Centrich
      • Elaine Berkeley
      • Steven J. Clausen
      • Alexis Espejel
    • Reviews
  • Shareholder Law Resources
    • Resources for Small Business Owners
      • Selecting a Business Type
      • Forming a Corporation
      • Texas Business Law
    • Texas Corporations Law
      • Oppression in Closely-Held Corporations
        • Structure of Closely-Held Corporations
        • Problem of Oppression
        • Former Shareholder Oppression Doctrine
          • Shareholder Oppression Cause of Action
            • What Constituted Oppressive Conduct
            • Proving Oppressive Conduct
            • Shareholder Oppression Remedies
            • Defending Shareholder Oppression
          • Ritchie v. Rupe
            • Fact Finding
            • Reasonable Expectations
            • Business Judgment Rule
            • Transferability of Shares
          • Implications of Ritchie
      • Shareholder Agreements
        • Preventing Oppression
        • Buy-Sell Agreements
        • Bylaws Template
        • Wrongful Termination of Employment
        • Voting Agreements
        • Transfer Restrictions
      • Minority Shareholder Rights
        • Information Rights
          • Shareholder Right to Inspect
          • Scope of Inspection
          • Exercising Inspection Rights
          • Director's Inspection Rights
          • Enforcing Inspection Rights
          • Mandamus Procedure
          • Inspecting Foreign Corporations
          • Shareholder Accounting Remedy
        • Voting Rights
        • Right to Share Profits
        • Transferability Rights
        • Fiduciary Duty to Shareholders
          • Yeaman: Corporate Trustee Duties
          • Duty to Recognize
          • Duty of Impartiality
          • Duty to Account
      • Individual Shareholder Claims
        • Cates v. Sparkman
        • Stinnett v. Paramount
        • Ultra Vires Rule
          • Ultra Vires Claim
          • Ultra Vires Remedy
        • Dilution Claims
          • Preemptive Rights
        • Confidential Relationships
      • Breach of Trust
        • Elements of Breach of Trust
        • Breach of Trust Remedies
          • Duncan v. Lichtenberger
          • Gage v. Rosenbaum
        • Defense of Fairness
        • Business Judgment Rule
        • Liability of Majority Shareholders
        • Statute of Limitations
      • Conversion
        • Stock Conversion Tort
        • Proof of Ownership
        • Dominion and Control
          • Cancellation
          • Refusal To Transfer
          • Denial of Ownership
          • Breach of Agreement to Transfer
          • Fraudulent Transfer
          • Interference with Transferability
        • Oppression as Conversion
          • Defense of Good Faith
        • Stock Conversion Remedies
        • Majority Shareholder Liability
        • Business Judgment Rule
        • Statute of Limitations
      • Dividend Claims
        • Suppression of Dividends
          • Sub-S Tax Distributions
          • Patton v. Nicholas
          • Morrison v. St. Anthony Hotel
          • Argo v. Shagrithaya
        • "No Dividend" Policy
        • Constructive Dividends
        • Statute of Limitations
      • Stock Fraud
        • Fraud in Share Repurchase
        • Majority Shareholder Fraud
        • Fraud Statute of Limitations
      • Texas Derivative Actions
        • Direct vs. Derivative
        • Fiduciary Duties of Officers and Directors
          • Usurping Corporate Opportunities
          • Excessive Compensation
        • Derivative Suits in Closely-Held Corporations
        • Freeze Out Merger
        • Derivative Statute of Limitations
      • The Company Lawyer
        • Authority to Hire Corporate Lawyer
    • Texas LLC Law
      • Texas LLCs
      • LLC Member Oppression
      • LLC Oppression Remedies
    • 50 State Survey of Shareholder Law
  • Downloads
    • Filling in the Gaps: Shareholder Oppression - Part 1
    • Filling in the Gaps: Shareholder Oppression - Part 2
    • LLC Member Oppression
    • Duty of Loyalty and Business Judgment Rule
    • How to Fraud-Proof Shareholder Settlements
    • Shareholder Agreements and Oppression
    • Deadlocked Companies Can't Hire Lawyers
    • Bylaws Template
  • Blog
  • Contact
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