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Practical Pitfalls in Drafting Texas Limited Liability Company Agreements
7 Deadly Sins of Contract Drafting - Constructive Interpretation and Interpretative Construction
This paper will analyze and discuss 7 topics regarding contract drafting that can impact the effectiveness, predictability and enforceability of an agreement. There are many other topics that deserve comment, so this paper will seek to include references to other resources useful to a practitioner in drafting, interpreting and construing contracts in many different types of transactions.
Selected Issues in Negotiating and Drafting LLC Documentation
This article takes an LLC Company Agreement with multiple Members and Managers and provides annotations and practice comments about each provision.
Considerations Relating to Negotiating and Drafting Purchase and Sale Agreements
The Business and Public Filings Division of the Office of the Texas Secretary of State reports that unincorporated entities, and in particular limited liability companies, have become the entities of choice in the State of Texas. Unincorporated entities (limited liability companies and limited partnerships) are now the predominate form for business entities in Texas.1 As these businesses mature, it seems inevitable that lawyers, accountants, brokers and others who deal with the purchase and sale of business enterprises will be encountering transactions involving the sale of a limited liability company or limited partnership with increasing frequency. The primary purpose of this outline is to consider a form of purchase and sale agreement that might be appropriate for a transaction involving the purchase and sale of ownership interests in a limited liability company or limited partnership and certain issues related to such a transaction in the context of the form. Before examining the form, a few preliminary observations are helpful.
Drafting and Enforcing Complex Indemnificaion Provisions
The purpose of this article is to assist transactional and litigation attorneys negotiate and draft customized, and therefore more effective, indemnification provisions in a wide range of situations, and also to spot certain litigation issues that may arise out of indemnification provisions. This article will identify issues and provide the strategies and suggested language that can act as a starting point to protect the client’s interests in the area of the duty to defend, advancement of defense expenses and indemnification in complex transactions and litigation. This is not a survey of the substantive law of indemnification in every state and federal jurisdiction. While selected published opinions will be mentioned and occasionally discussed, this article will not focus on case law. Instead, the article is intended to be a practical guide that illustrates real-world strategies, tactics and techniques to be used when negotiating and enforcing defense, advancement and indemnification provisions.
What are Series LLCs? An Overview of Drafting and Operational Considerations.
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.
What are Series LLCs? An Overview of Drafting and Operational Considerations.
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.
Drafting in Plain English
No one who teaches at any level will be surprised by this deterioration in writing skills. Teachers bemoan it every day in high school, college, and law school faculty lounges. This paper presents a series of practical, easily implemented steps to improve legal writing.