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April 1, 2020Sharrissa Stratton

Liability of Parent Corporation -- Whether the parent is liable for the actions of its subsidiary when the parent does not perpetrate fraud

In R&M Mixed Beverage Consultants, Inc. v Safe Harbor Benefits, Inc. 578 S.W.3d 218 (Tex.App. - El Paso 2019, no pet.), the Court of Appeals cites the Texas Supreme Court for the proposition that there must be evidence that one of the corporations was using the other for purpose of perpetrating actual fraud for the defendant's direct personal benefit. The Court found that the record showed no evidence of actual fraud and therefore the parent would not be liable for the subsidiary's action.

7 Deadly Sins of Opinion Letters

Although the classic Seven Deadly Sins 2 do not ordinarily impact the process of drafting an Opinion Letter for the closing of a transaction, the dramatic title of this article is appropriate since it will focus on seven issues that arise in the negotiation and drafting of Opinion Letters that can present significant difficulties for practitioners and their clients. An Opinion Letter can appear in many types of transactions from a settlement agreement, to a divorce decree, a bank loan, or a merger. An Opinion Letter can appear in a variety of formats, ranging from simple one pagers to a 25- page long-form preferred by the public M&A practitioners with an astonishing array of disclaimers, carve-outs and attachments (not to mention the volumes of support documentation and affidavits). Specifically, this paper will address seven topics regarding Opinion Letter that may assist the drafter in improving their clarity and predictability, while limiting the risk of unexpected consequences to the drafter of the Opinion Letter.

7 Deadly Sins of Boilerplate: How Cut and Paste Can Get You Sued

Those “standard” sections at the end of a contract may look like the same provisions you have seen in hundreds of contracts. But those tried and true, cut and pasted, provisions can often create, rather than resolve, problems. The fallout from improperly drafted (and typically neglected) boilerplate provisions can determine the enforceability of a contract, the value to be received by a party, and the remedies available to the parties.