Volume 46, Issue No. 1 (Fall, 2014)

Practical Tips for Drafting Contracts and Avoiding Ethical Issues

It is important to recognize some of the traps and pitfalls that await even an experienced transactional attorney so these problems can be resolved quickly or avoided if possible. This article describes why and how drafting contracts differs from drafting other legal documents, presents a few of the more common ethical traps an attorney drafting contracts might encounter, and provides practical tips designed to help attorneys who draft, review, and change contracts minimize the impact of or avoid making mistakes altogether.

Confidentiality Agreements are Contracts with Long Teeth

The recent cases in the article highlight that the possible consequences of an agreement to maintain the confidentiality of information can be far reaching and are evolving. These cases also teach that, in addition to the importance of having contractual provisions sufficient to accomplish the intended objectives, director awareness of the effects of provisions in NDAs their companies enter into can have fiduciary duty implications. Thus, the lessons of these recent cases should be considered by counsel and discussed with the client before an NDA is entered into for a significant transaction.

Halliburton II: Supreme Court Clarifies Longstanding Securities Fraud Class Certification Issue

Intellectual Property 101

The Twisted Veil of Texas LLC's

Texas Limited Liability Companies: Rescission of Management Agreement; Fair Market Value of a Withdrawing Member's Interest; Joint and Several Liability of Members with the LLC

On Federal Preemption of State Securities Regulation and the Future of Capital Formation for Small Business - The Dawn of a New Era at the SEC

December 18, 2013 may well mark a historic turning point in the ability of a small business to effectively access capital in the private and public markets under the federal securities regulatory framework. On that day, the Commissioners of the U.S. Securities and Exchange Commission (SEC) met in open session and unanimously authorized the issuance of proposed rules intended to implement Title IV of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") a provision widely labeled as "Regulation A+". As a result, a fierce and long overdue battle between the Commission and state regulators will ensue, in which the SEC is determined to reduce the burden of state regulation on capital formation, a burden falling disproportionately on small businesses, while state regulators seek to preserve their autonomy to review securities offerings at the state level.

Choosing the Appropriate Standard of Review with Mergers Between a Controlling Stockholder and its Subsidiary: The Business Judgement Rule v. Entire Fairness Standard