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The Business Law Section in Conjunction with Texas Bar CLE presents its two day advanced course on Nov 7- 8. See the topics being discussed here. https://www.texasbarcle.com/materials/Programs/4674/Brochure.pdf and register on the Texas Bar CLE website. https://www.texasbarcle.com/CLE/AABuy1.asp?bOverride=&O=&sProductType=EV&lID=22450&Code=&bHitCounted=0

The Federal Trade Commission (“FTC” or “Commission”) issues final amendments to the Commission’s trade regulation “Rule Concerning Use of Prenotification Negative Option Plans,” retitled the “Rule Concerning Recurring Subscriptions and Other Negative Option Programs” (“Rule,” “final Rule” or “Negative Option Rule”). The final Rule now applies to all negative option programs in any media, and, among other things, (1) prohibits misrepresentations of any material fact made while marketing using negative option features; (2) requires sellers to provide important information prior to obtaining consumers’ billing information and charging consumers; (3) requires sellers to obtain consumers’ unambiguously affirmative consent to the negative option feature prior to charging them; and (4) requires sellers to provide consumers with simple cancellation mechanisms to immediately halt all recurring charges.

The Securities and Exchange Commission’s Division of Examinations today released its 2025 examination priorities. The Division publishes its examination priorities annually to inform investors and registrants of potential risks in the U.S. capital markets and to make them aware of the examination topics that the Division plans to focus on in the new fiscal year. This year’s examinations will prioritize perennial and emerging risk areas, such as fiduciary duty, standards of conduct, cybersecurity, and artificial intelligence.

Texas in 2023 created a new system of specialty trial courts (“Business Courts”) to hear significant business related disputes and a special intermediate court of appeals to hear appeals from Business Courts. Legislation to create such courts was passed by the 88th Texas Legislative Session which ended on May 29, 2023 and was signed on June 9, 2023 by Governor Greg Abbott. The Business Courts were created by House Bill 19 (“HB 19”)1 as a new chapter 25A (“§ 25A.001 et seq” or “Chapter 25A”) to the Texas Government Code (the “Government Code” or “Gov. Code”) with judges to be appointed by the Governor with the consent of the Senate. A separate bill (“SB 1045”) amended § 22.201 of the Government Code to create a Fifteenth Court of Appeals (“15th Court of Appeals”) to hear appeals from Business Courts. Both HB 19 and SB 1045 became effective September 1, 2023, but became operational only for actions commenced on or after September 1, 2024 to allow time for the appointment and confirmation of their judges and adopt procedural rules for the operation of the courts.

Sanjay Wadhwa, a 21-year agency vet, named Acting Director; Sam Waldon named Acting Deputy Director

The Texas Business Courts began operations 09/01/2024. Our Business Courts Resource Center is the space to get up to date on what is going on with the court administration and docket.

Per Bloomberg the SEC’s ESG Enforcement Group is disbanded and the dedicated website is down.

The Securities and Exchange Commission (SEC) on September 9, 2024, voted 3-2 to approve the Public Company Accounting Oversight Board’s (PCAOB) new quality control (QC) standard that imposes a combination of principles-based and prescriptive requirements to make sure that audit firms have a robust QC system to better protect investors.

SEC Charges Broker-Dealer Nationwide Planning and Two Affiliated Investment Advisers with Violating Whistleblower Protection Rule

The Securities and Exchange Commission (“Commission”) is adopting amendments to reporting requirements on Forms N-PORT and N-CEN that apply to certain registered investment companies, including registered open-end funds, registered closed-end funds, and unit investment trusts. The amendments will require more frequent reporting of monthly portfolio holdings and related information to the Commission and the public, amend certain reporting requirements relating to entity identifiers, and require open-end funds to report information about service providers used to comply with liquidity risk management program requirements. In addition, the Commission is providing guidance related to open-end fund liquidity risk management program requirements.

This is an annotated form.

This is an annotated form.

This is an Annotated Form

Mergers, Interest Exchanges, Conversions, and Sales of Assets

These are the final rules for the Texas Business Law Courts that were approved by the Texas Supreme Court

Artificial intelligence is all about decision-making. We use ChatGPT to let the computer decide what we want to say, or how we want to say it. We use other forms of AI to handle sometimes complex tasks without human intervention in a dynamic fashion that accommodates a given situation. Currently, however, DAOs employ “static” decision-making because the smart contracts (code) that makes up the DAO is immutably set on the blockchain, and thus the DAOs decision-making is intended to be determinative. This notion that DAOs are deterministic is an underlying assumption made by investors and legislatures when selecting or devising corporate forms for DAOs. However, technologically, there is nothing to prevent the combination of DAOs with AI, but that combination makes the DAO indeterminate and thus that combination calls into question the underlying assumptions implicit in current statutes.

On August 14, the FTC announced its final rule banning fake reviews and testimonials.

From the Court's ruling: "For the reasons enumerated above, it is ORDERED that Ryan and Plaintiff-Intervenors’ Motions for Summary Judgment are GRANTED. (ECF Nos. 166, 168). Additionally, for the reasons the Court grants Plaintiffs’ Motions for Summary Judgment, the Court DENIES the FTC’s Motion for Summary Judgment. (ECF No. 184). The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter."

Attached please find a 39 page unanimous Texas Supreme Court decision affirming the constitutionality of the 15th Court of Appeals.

Business attorneys should be familiar with the Texas Securities Act’s private causes of action and remedies, in order to properly advise clients of potential pitfalls in securities transactions. Compliance with the Texas Securities Act (the “TSA”) cannot be contractuallywaived3 and thus will be a common focus of potential investment litigation claims. This article explains the tests and analysis required to determine whether a security is present, before detailing the Texas Security Act’s private causes of action and the ways in which they differ from the Securities Act of 1933 and Securities Exchange Act of 1934.

A federal judge has struck down Missouri investment regulations that Republican Secretary of State Jay Ashcroft had touted as way to expose financial institutions that “put woke politics ahead of investment returns.”

The Business Law Section of the State Bar of Texas is looking for people to serve as Fellows in the Development of Business Law. Fellows chosen will be assigned to one year-long project to work on with an experienced business law practitioner.

The Court in Northland Industries v Kouba held that that the Buyer only assumed liabilities expressed in the Agreement. The record reflects no evidence to support that the Buyer agreed to assume the Seller’s implied warranty of merchantability. Thus, the Buyer will not be liable for beach of the implied warranty of merchantability because the Agreement failed to show that the Buyer agreed to take on such liability.

There have been reports of some confusion regarding whether cases pending in Texas state courts on August 31, 2024, that otherwise satisfy the jurisdictional requirements of the Texas business court can be removed to the business court after it opens its doors on September 1, 2024.

The Texas Supreme Court on June 28, 2024, finalized amendments to (i) the Texas Rules of Civil Procedure (TRCP), Canon 6 of the Code of Judicial Conduct, and Texas Rules of Judicial Administration (RJA) to accommodate the opening of the Texas Business Court and (ii) the Texas Rules of Appellate Procedure (TRAP) to accommodate the opening of the Fifteenth Court of Appeals, which are set to begin receiving cases on September 1, 2024.

A new version of the free eBook by Copyright professors Jeanne Fromer and Chris Sprigman

Protecting Tax-Exempt Status In A Joint Venture | Business Organizations Code Committee Completes Draft Of New BOC Amendments | Make-Whole Premiums In Bankruptcy - A Decision That Hertz Creditors | Commercial And Consumer Law Section | Alert!! - FTC Proposes Banning Most Existing And Future Non-Compete Agreements

Governor Abbott this week announced appointments of the initial judges of the Texas Business Court, created by the 2023 Texas Legislature’s enactment of H.B. 19. The Business Court will begin receiving newly filed cases on September 1, 2024. Pursuant to Art. IV, Sec. 12 of the Texas Constitution, the appointments are effective immediately but are subject to confirmation by a two-thirds vote of the Texas Senate when it next convenes. The judges were appointed to terms that will expire on September 1, 2026, at which time they will be eligible for reappointment by the Governor for successive two-year terms.

This paper was presented at the LLCs, LPs and Partnerships Seminar on July 13-14, 2017 in Austin, Texas. This paper has three appendixes, each of which has a model agreement. See below for the three example agreements.

In 2008, more than 25 bar organizations, including the Texas Business Law Section, adopted the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions. The Customary Practice Statement describes the role of customary practice in rendering and receiving third-party legal opinions.