Menu
Business
Waiting for the Texas Supreme Court to Define (or Reject) Minority Shareholder Oppression
November 5, 2013
The Texas Supreme Court is currently considering three cases that could drastically alter the legal landscape for owners of closely-held corporations. Each case was brought by a minority shareholder alleging that the majority shareholders had wielded their power so as to unfairly prejudice or “oppress” the minority. The minority shareholders all prevailed in front of Dallas juries on the theory of “shareholder oppression,” but then had mixed results in the Dallas Court of Appeals. The Texas...
November 5, 2013
The Texas Supreme Court is currently considering three cases that could drastically alter the legal landscape for owners of closely-held corporations. Each case was brought by a minority shareholder alleging that the majority shareholders had wielded their power so as to unfairly prejudice or “oppress” the minority. The minority shareholders all prevailed in front of Dallas juries on the theory of “shareholder oppression,” but then had mixed results in the Dallas Court of Appeals. The Texas...
Who Is the Client in the Closely Held Corporation?
November 1, 2013
You represent a closely held corporation. Whom do you represent—the corporation or the chief operating officer who owns all the shares? Lawyers! No wonder ordinary mortals find us exasperating. Lawyers get hired and paid to worry about things no one else expects to, or much less wants to, worry about. Just imagine what your client would think if you voiced these dark-of-the-night worries: “I thought you were my friend! I thought I could rely on you to solve my problems for me, not to create...
November 1, 2013
You represent a closely held corporation. Whom do you represent—the corporation or the chief operating officer who owns all the shares? Lawyers! No wonder ordinary mortals find us exasperating. Lawyers get hired and paid to worry about things no one else expects to, or much less wants to, worry about. Just imagine what your client would think if you voiced these dark-of-the-night worries: “I thought you were my friend! I thought I could rely on you to solve my problems for me, not to create...
ACC Launches Online Contracts Portal
October 11, 2013
Want to make sure the clauses in your company’s latest contract measure up to current legal standards? Now, for in-house counsel, there’s a web portal for that. The Association of Corporate Counsel (ACC), the global bar association for in-house counsel, has launched a new online Contracts Portal that provides in-house attorneys with tools to improve the quality of their contracts, and to assist them with contract management and negotiation. One of the signature features of the portal,...
October 11, 2013
Want to make sure the clauses in your company’s latest contract measure up to current legal standards? Now, for in-house counsel, there’s a web portal for that. The Association of Corporate Counsel (ACC), the global bar association for in-house counsel, has launched a new online Contracts Portal that provides in-house attorneys with tools to improve the quality of their contracts, and to assist them with contract management and negotiation. One of the signature features of the portal,...
Florida’s Economic Loss Rule Limited to Products Liability Cases
July 23, 2013
Florida’s economic loss rule—a state-specific rule that bars tort actions if the only damages alleged are economic—is now limited to products liability cases, a divided Florida Supreme Court held in Tiara Condominium Ass’n, Inc. v. Marsh & McLennan Co., Inc. [PDF]. Issue Presented Tiara came before the Florida Supreme Court on a certified question from the U.S. Court of Appeals for the Eleventh Circuit. The issue presented was whether, under Florida law, the economic loss rule,...
July 23, 2013
Florida’s economic loss rule—a state-specific rule that bars tort actions if the only damages alleged are economic—is now limited to products liability cases, a divided Florida Supreme Court held in Tiara Condominium Ass’n, Inc. v. Marsh & McLennan Co., Inc. [PDF]. Issue Presented Tiara came before the Florida Supreme Court on a certified question from the U.S. Court of Appeals for the Eleventh Circuit. The issue presented was whether, under Florida law, the economic loss rule,...
Private Equity Firm Buys Intuit for $1 Billion
July 8, 2013
Private equity firm Thoma Bravo has struck a deal to acquire Intuit Financial Services, an Intuit Inc. unit that provides...
July 8, 2013
Private equity firm Thoma Bravo has struck a deal to acquire Intuit Financial Services, an Intuit Inc. unit that provides...
Terms of Merger Agreement Not incorporated Into Master Settlement Agreement
June 27, 2013
Alford v. Kuhlman Electric Corporation No. 11-60728 http://www.ca5.uscourts.gov/opinions/pub/11/11-60728-CV0.wpd.pdf Before STEWART, Chief Judge, GARZA, and ELROD, Circuit Judges. AFFIRMED. (May 24, 2013). Posted in Contract - Interpretation, Indemnity, Settlement Affirming the District Court, the Fifth Circuit holds that the terms of a Merger Agreement and Cooperation Agreement were not incorporated into a Master Settlement Agreement. Here, the MSA's statement that "[obligor]...
June 27, 2013
Alford v. Kuhlman Electric Corporation No. 11-60728 http://www.ca5.uscourts.gov/opinions/pub/11/11-60728-CV0.wpd.pdf Before STEWART, Chief Judge, GARZA, and ELROD, Circuit Judges. AFFIRMED. (May 24, 2013). Posted in Contract - Interpretation, Indemnity, Settlement Affirming the District Court, the Fifth Circuit holds that the terms of a Merger Agreement and Cooperation Agreement were not incorporated into a Master Settlement Agreement. Here, the MSA's statement that "[obligor]...
Breaking Down the Business-Judgment Rule
June 26, 2013
In the wake of corporate bankruptcies, government bailouts, and shareholder losses resulting from the economic downturn of 2008, shareholders are increasingly turning to derivative suits in an effort to hold someone responsible for their financial losses. Corporate directors stand in a fiduciary relationship of trust and confidence with the corporation and its shareholders. As fiduciaries, corporate directors owe the corporation and its shareholders fiduciary duties of diligence and fidelity in performing...
June 26, 2013
In the wake of corporate bankruptcies, government bailouts, and shareholder losses resulting from the economic downturn of 2008, shareholders are increasingly turning to derivative suits in an effort to hold someone responsible for their financial losses. Corporate directors stand in a fiduciary relationship of trust and confidence with the corporation and its shareholders. As fiduciaries, corporate directors owe the corporation and its shareholders fiduciary duties of diligence and fidelity in performing...
Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith
June 14, 2013
SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also outlined on these pages. Issue Addressed: Is an agreement to negotiate in good faith in accordance with a term sheet an enforceable obligation? Short...
June 14, 2013
SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also outlined on these pages. Issue Addressed: Is an agreement to negotiate in good faith in accordance with a term sheet an enforceable obligation? Short...
Texas Business Torts Update
May 20, 2013
This survey examines significant business torts decisions by Texas courts for the period from March 2012 through February 2013. “Business torts” obviously covers a broad spectrum, and in narrowing the survey, we included cases that either decided new issues or examined issues of particular interest to business litigators. During the survey period, Texas courts addressed: (1) the meaning of restoration under the Texas Deceptive Trade Practices – Consumer Protection Act (“DTPA”); (2) the circumstances...
May 20, 2013
This survey examines significant business torts decisions by Texas courts for the period from March 2012 through February 2013. “Business torts” obviously covers a broad spectrum, and in narrowing the survey, we included cases that either decided new issues or examined issues of particular interest to business litigators. During the survey period, Texas courts addressed: (1) the meaning of restoration under the Texas Deceptive Trade Practices – Consumer Protection Act (“DTPA”); (2) the circumstances...
Litigation Trends Survey Predicts a Bumpy Ride in 2013
February 28, 2013
Buckle up, general counsel, because your colleagues expect a bumpy litigation ride in 2013. In fact, according to the "9th...
February 28, 2013
Buckle up, general counsel, because your colleagues expect a bumpy litigation ride in 2013. In fact, according to the "9th...
