Volume 47, Issue No 2 (Spring 2018)

Filling in the Gaps: Shareholder Oppression After Ritchie v Rupe, Part 2

The purpose of this Part Two article is to explore the common-law protection of minority shareholder rights in closely-held corporations in light of the monumental change in Texas law resulting from the Ritchie v. Rupe decision. In Part One, we explored the development of the shareholder oppression doctrine in Texas as a judicial remedy to the inherent problem in closely-held corporations of oppressive conduct directed toward minority shareholders. The Texas Supreme Court’s decision in Ritchie v. Rupe rejected the creation of such duties on individual shareholders and made clear that majority shareholders owe no legal duties to minority shareholders arising solely by virtue of shareholder status and corporate control. Part One analyzed existing property rights of shareholders that arise from share ownership and existing duties that corporations owe to all shareholders by virtue of the legal relationship between corporation and shareholder—a relationship analogized by our courts as a kind of rust. Drawing on these rights and duties and on the holdings and analysis of cases such as Cates v. Sparkman, Yeaman v. Galveston City Co., and Patton v. Nicholas, we argued for the rediscovery and development of a breach of trust cause of action that individual shareholders could assert against the corporation when majority shareholders abuse their power over the corporation to harm the interests of minority shareholders. In this Part Two, we continue that analysis, looking at a different cause of action, the common law tort of conversion as applied to stock. Conversion is a tort claim that protects property rights in personal property, such as stock ownership. However, our courts have adapted this tort in very special ways when the personal property rights in a shareholder’s stock in a corporation are impaired by that same corporation. The development of this judicial doctrine, in light of the specific duties that corporations owe to shareholders, may provide another potent judicial remedy to minority shareholders against corporate abuse of power.

Nuisance Cases Against Energy Companies in Texas, Pennsylvania and Other Areas with Significant or Developing Oil and Gas Exploration

Energy companies increasingly have been the target of nuisance suits alleging that drilling operations were a nuisance to nearby residents. But saying something is a nuisance case, as the Texas Supreme Court recently noted, “does not tell you much.” A variety of things have generated nuisance allegations against energy companies, such as bright lights on drilling rigs, vibrations from drilling, odor from condensate tanks, exhaust fumes from trucks, dust from construction, and noise from compressor stations. Some cases allege personal injury; others allege only property damage. Some claim intentional behavior; some claim negligent behavior; others only claim that the condition was out-of-place with its surroundings. Given the muddled state of nuisance law, this article first outlines the history of nuisance law to give context to the present confusion. With that historical context in mind, it then discusses modern private nuisance in Texas and Pennsylvania, with reference to other jurisdictions having significant oil and gas development—what it is, what it is not, and a host of issues surrounding recent nuisance cases.

Series LLCs - Part One: Current Status, Multi-State Issues, and Potential Uniform Limited Liability Company Protected Series Act

The Series Limited Liability Company (“Series LLC”), a variation of the traditional limited liability company (LLC), is the newest entity enterprise on the business scene today. Within this legal entity, separate “series” or “cells” can be created and established under the umbrella of a single LLC.

2018 Spring TJBL Files