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November 1, 2013Judith Elkin

Lifting the Veil and Finding the Pot of Gold: Piercing the Corporate Veil and Substantive Consolidation In the United States

You are sitting at your desk eating lunch when the phone rings. It is a friend of yours whois a corporate partner at another law firm. She has been representing a large real estatedeveloper for years. Her main client contact has always been the flamboyant majority owner ofthe enterprise, Joe Castle. His empire is crumbling. The real estate market has softenedsignificantly, and his bondholder creditors have just discovered that there is significantly moredebt owed than had allegedly been disclosed to them. She wants your help in defending againstpotential litigation.

Fiduciary Duties in Alternate Entities

Overview of Traditional Fiduciary Duties and Alternate Entities Relevant Delaware Statutes Governing Alternate Entities Relevant Texas Statutes Governing Alternate Entities Standard Contractual Provisions in Alternate Entity Agreements Delaware Supreme Court Cases

Joint Venture Critical Issues: Formation, Governance, Competition and Exits

This paper, prepared for the UT Law CLE 10th Annual Mergers and Acquisitions Institute in Dallas on October 16, 2014, contains information to consider in structuring, negotiating, executing and exiting a joint venture. Guidance is provided regarding choosing the form of joint venture entity and drafting documents for its governance, operations and eventual termination. Critical provisions of preliminary and definitive documents for joint ventures are provided. Included is a discussion of the Energy Transfer Partners, L.P. vs. Enterprise Product Partners, L.P. case in which a $535 million judgment was entered against a partner which left a venture to enter into another before definitive documents were signed, and notwithstanding preliminary agreements which said that no party was bound until definitive documents were signed, because of the conduct of the parties led to a finding that a partnership had been formed. Attached is a brochure for this Mergers and Acquisitions Institute, which includes nationally recognized experts in M&A.