Site MapContactRSS
Site MapContact

Search results

9 results
Sort by:
March 20, 2025Christine Hurt

Securities Law Basics

This article is about securities law, particularly federal and state statutory law, the consequences for ignoring securities laws, and applying the law to unincorporated entity interests.
Read More…
November 8, 202406477000, J. Machir Stull, Cliff Ernst

Divisive Mergers

These presentation slides discuss the statutes that govern divisions of entities in Texas and Delaware; the legal effect of division transactions; general tax implications; how creditors are affected inside and outside of bankruptcy; application of fraudulent transfer law; and discussion of relevant case law. The authors provide a sample Plan of Divisive Merger for use with Texas entities.
Read More…
November 7, 2019Erin Hudson

A Litigator's Perspective on Contract Provisions in Commercial Transactions

This article should serve as a reminder of the types of issues that can develop if things go south after your clients have signed on the dotted line. Every time you draft a contract, you are potentially drafting Exhibit Number 1 in a litigation (or arbitration if you thoughtfully crafted an arbitration provision). Make it easy for your client and its litigation counsel to convince a court and jury that the contract clearly says what they claim it says by making the contract easy to follow, stripping away the legalese, and eliminating the need to reference multiple pages to understand the parties’ obligations. Also, resist the temptation to skim over those miscellaneous clauses at the end of your otherwise perfectly drafted contract. These clauses can have a tremendous impact if a dispute arises. Pay as close attention to the miscellaneous provisions as you do to the substantive provisions of the contract.
Read More…
May 19, 2017John C. Ale, Hillary H. Holmes, Brad L. Whitlock

Considerations in Drafting Limited Liability Company Agreements and Limited Partnership Agreements

Given their structural flexibility and tax advantages, it is little wonder that limited liability companies (“LLCs”) and limited partnerships (“LPs”) have eclipsed the corporation as the primary entities of choice for new businesses in Texas. LLCs and LPs offer a myriad of almost limitless options on ownership structure, company governance and almost all other aspects related to the operation of the entity. However, as it is often said, with much freedom comes much responsibility. A practitioner who puts together a limited liability company (“LLC agreement”) or an agreement of limited partnership (“LP agreement”) for a client should be well versed in the overall structure of these entities and the variables that should be considered in drafting the operative agreement. Both LLCs and LPs are so-called “creatures of contract” in that the Texas Business Organizations Code (“TBOC”) chapters on LLCs and LPs give great deference to the LLC agreement or LP agreement to define the rights and obligations of the members and partners, respectively, of these entities. This paper analyzes select provisions of the LLC agreements and LP agreements that practitioners are likely to have to address in drafting an agreement for a client.
Read More…
May 19, 2017William H. Hornberger, Frank Z. Ruttenberg, Bradley Lee Whitlock

Drafting Sensitive Issues in Company Agreements

NOTE: Limited Liability Company Agreements are highly customizable offering its Members great flexibility to agree to provisions for the economic terms and governance. This Example of a Company Agreement should not be considered a form. When drafting a Company Agreement, the drafter should draft provisions which are appropriate for the particular transaction. NOTE: Limited Liability Company Agreements often include provisions which address particular issues under the Federal tax laws and State tax laws. This Example of a Company Agreement does not include provisions designed to address Federal or State tax issues. When drafting a Company Agreement, please consult or have your client consult with appropriate tax advisors for the purpose of addressing any Federal or State tax issues that may arise from the investment or may impact the drafting of the Company Agreement.
Read More…