2018 Advanced Business Law

“Acquisition Finance” involves the interaction of two separate but related transactions. First, there is a purchase and sale of an asset or legal entity between a buyer and a seller that is evidenced by a purchase and sale agreement (the “PSA”). Second, there is a financing arrangement between a borrower (i.e., the buyer) and one or more financing providers that is evidenced by a credit or loan agreement, the proceeds of which are used to finance the acquisition (the “Financing”). In order to fully appreciate the current loan market trends in the acquisition finance space, it is important to know how the market has evolved in recent years.

Recent arbitration cases illustrate the importance of an arbitration agreement’s specific language, the language’s interplay with other contractual provisions, and the division of responsibility between courts and arbitrators in determining whether an issue is arbitrable.

Companies are beginning to understand that cyber is an overall business risk, not just a technical issue. As these rules demonstrate, having data creates risk and one of legal counsel’s roles is to help companies manage that risk. To effectively manage cyber risk, companies must understand what their real cyber risk is.

We make, on average, about 35,000 decisions a day. The key decision is often whether to bring, defend or settle a lawsuit. For the lit-house manager, the key decision often is whether to find the terms of a settlement acceptable.a

The London Interbank Offered Rate (“LIBOR”) is an interest rate that is used in many different types of financial products including commercial loans, real estate loans, bonds and other debt instruments as well as derivative transactions. It is believed that there are approximately $200 trillion in outstanding U.S. Dollar LIBOR-based contracts including $4 trillion in syndicated loans. In July 2017, Andrew Bailey, the head of the United Kingdom’s Financial Conduit Authority, announced that the FCA will no longer compel such panel banks to submit quotes after 2021 in order for ICE to determine LIBOR. As a result, LIBOR may become unavailable commencing after 2021 and the financial markets are working to establish an appropriate successor to LIBOR.

This presentation applies the attorney-client privilege relating to confidential communications to deal negotiations and disputes after the deal. There are practical options for protecting the privilege during due diligence. And, while there are questions concerning who controls the privilege post closing, there are strategies for putting the control in your client's hands. .

Under the Texas Business Organizations Code (the “TBOC”), there are three kinds of shareholders agreements for a Texas for-profit corporation. First, there are shareholders agreements between the corporation and one or more of the corporation’s shareholders or agreements between two or more shareholders that are not executed by all of the shareholders of the corporation. The TBOC has no specific provisions governing this first kind of shareholders agreements other than to state that the statutory provisions governing the other two kinds of shareholders agreements do not prohibit or impair such agreements. Second, there are written shareholders agreements that are executed by all of the shareholders at the time of the agreement and made known to the corporation. Third, there are shareholders agreements that are contained in the certificate of formation or bylaws if approved by all of the shareholders at the time of the agreement. The latter two forms of shareholder agreements are authorized and governed by Subchapter C of Chapter 21 of the TBOC. These latter agreements may be amended only by all of the shareholders at the time of the amendment, unless the agreement provides otherwise. This article refers to the latter kinds of shareholders agreements as “statutory shareholders agreements”.

In 2011, the Texas legislature unanimously passed the Texas Citizens Participation Act (TCPA) The law was designed to curb so-called Strategic Lawsuits Against Public Participation (“SLAPP” suits) In 2017 alone, denials of TCPA motions to dismiss were reversed at least twenty-one times.

Merrie Spaeth: If your job description includes, “In‐House Counsel,” add “Chief Communication Officer” to your title as well. She says crises always have legal dimensions and in‐house counsel is in a unique position to make sure his or her enterprise is prepared. Spaeth says the most important part of managing crises is preparing for them.

Presentation slides regarding GDPR and the CCPA. U.S. vs. International: conceptual differences are explored.

Interest rates are rising; thus, the Texas usury laws may again become relevant to commercial financing transactions. The purpose of this article is to refresh our understanding of the Texas weury laws in the context of commercial loans. We will also analyze the methods to avoid the application of those laws, which principally consist of the inclusion of express choice-of-law provisions choosing the law of another State to govern a transaction.