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Restricting/Eliminating Fiduciary Duties in Texas and Delaware
Restricting/Eliminating Fiduciary Duties in Texas and Delaware
Comparison of Limites Partnership Laws of Texas and Delaware
Choosing the applicable law under which to form the modern day limited partnership can be a crucial decision, and many lawyers and business people fail to appreciate the impact that the choice of law can have on future operations and transactions involving the limited partnership. Incorporating under the Delaware General Corporation Law has long been the dominant choice for public corporations. It is wise to examine the differences between Delaware and Texas law applicable to limited partnerships before automatically deferring to the choice of Delaware law for formation. The statutory provisions governing limited partnerships in Texas are located in the Texas Business Organizations Code (the “TBOC”). Title 1 of the TBOC contains 12 Chapters that are generally applicable to all types of domestic entities formed under Texas law, including limited partnerships. The provisions of Chapters 151, 153 and 154 of the TBOC are applicable to limited partnerships. Chapters 151 and 154 of the TBOC also apply to general partnerships, which are separately governed by Chapter 152 of the TBOC. The provisions of Chapter 151, 153 and 154 and the provisions of Title 1 and Chapter 152 to the extent applicable to limited partnerships may be cited as the “Texas Limited Partnership Law.” The statutory provisions governing a Delaware limited partnership are found in the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”). The DRULPA constitutes Chapter 17 of Subtitle II of Title 6 of the Delaware Laws. While I have attempted to prepare a fairly comprehensive comparison of what I view as the more important aspects of these limited partnership laws, the comparison is not complete. There are other provisions in each of the statutes that I have not attempted to address and compare. Any reader, of course, should review the statutory provisions himself or herself in order to make his or her own analysis and to compare other provisions that I have not addressed.
Crowdfunding from Texas Crowds
The Texas Intrastate Crowdfunding Rules have flexibility that neither the comparable federal statute nor the proposed federal rulemaking have. The Texas rules allow all of the intermediaries operating crowdfunding portals to take compensation. That should encourage the formation of portals and registration with the Texas State Securities Board. In contrast, the definitions and operational limits on both federal Funding Portals and intermediaries in Rule 506(c) offerings exempted under ’34 Act Section 3(h) cannot take compensation. The Texas issuer’s offering exemption provides for a larger ceiling for the investment by each individual investor and has no ceiling on investments by Accredited Investors. In contrast, federal statutory provisions for crowdfunding offerings have ceilings, whether the investors are Accredited Investors or not and all investors must be Accredited Investors in Rule 506(c) offerings made on portals. The Texas rules will likely disqualify fewer issuers than the federal statutory provisions for crowdfunding or the regulatory requirements for Rule 506(c) offerings do. And, the simpler set of disqualifying events or conditions under Texas rules impose a lesser burden in ensuring compliance with the exemption than exists under the federal exemptions.
The" Wolfie" Awards - Top Texas Business Law Cases of 2014
How does the Academy do it? Before the Grammy is awarded to the Song of the Year, five nominees must be chosen from an entire year of songs. This would be hard enough for just one genre. Narrowing it down to five songs from all the major styles must be difficult. In the same way, selecting the five most important business law cases of the last year for Texas lawyers is no easy task. There are state and federal cases to choose from, at different levels, addressing a wide range of issues.
Fiduciary Duties for Employees in TX - A Moving Concept
Crowdfunding from Texas Crowds
The Texas Intrastate Crowdfunding Rules have flexibility that neither the comparable federal statute nor the proposed federal rulemaking have. The Texas rules allow all of the intermediaries operating crowdfunding portals to take compensation. That should encourage the formation of portals and registration with the Texas State Securities Board. In contrast, the definitions and operational limits on both federal Funding Portals and intermediaries in Rule 506(c) offerings exempted under ’34 Act Section 3(h) cannot take compensation. The Texas issuer’s offering exemption provides for a larger ceiling for the investment by each individual investor and has no ceiling on investments by Accredited Investors. In contrast, federal statutory provisions for crowdfunding offerings have ceilings, whether the investors are Accredited Investors or not and all investors must be Accredited Investors in Rule 506(c) offerings made on portals. The Texas rules will likely disqualify fewer issuers than the federal statutory provisions for crowdfunding or the regulatory requirements for Rule 506(c) offerings do. And, the simpler set of disqualifying events or conditions under Texas rules impose a lesser burden in ensuring compliance with the exemption than exists under the federal exemptions.
Recent Case Law Developments for Texas Practitioners
Summarized below are selected recent cases of interest to the Texas business law practitioner. This survey covers opinions issued since the beginning of 2012 and concentrates on Texas Supreme Court opinions and opinions dealing with “hot topics” or issues that are not well-developed or well-settled. A couple of significant opinions issued by courts of appeals in 2011 are pending before the Texas Supreme Court, and they are noted at the end of the paper.
Recent Case Law Developments for Texas Business Law Practitioners
Summarized below are selected recent cases of interest to the Texas business law practitioner. This survey covers opinions issued since the beginning of 2012 and concentrates on Texas Supreme Court opinions and opinions dealing with “hot topics” or issues that are not well-developed or well-settled. A couple of significant opinions issued by courts of appeals in 2011 are pending before the Texas Supreme Court, and they are noted at the end of the paper. In addition, one recent unpublished bankruptcy court opinion is noted because it analyzes the nature and extent of an LLC managing member’s duties to the LLC and the other members, which is a question that has not been the subject of a great deal of analysis in the Texas case law.
Recent Case Law Developments for Texas Practitioners
Summarized below are selected recent cases of interest to the Texas business law practitioner. This survey only covers opinions issued since the beginning of 2011 and concentrates on Texas Supreme Court opinions and opinions dealing with issues are that are not well-developed or well-settled.
Recent Legislative Developments in Texas Business Law: 2011 Amendments to the Texas Business Organizations Code and Texas Business and Commerce Code
This article summarizes several pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business Organizations Code (―TBOC‖ or the ―Code‖). This article also summarizes two pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business & Commerce Code (―TBCC‖).
Issues in Buy-Sell, Push-Pull, Russian Roulette, or Texas Shootout Provisions
The buy-sell provision may be in a separate agreement, but it is typically part of a more comprehensive agreement governing the owners’ relationship, such as a shareholders’ agreement, a partnership agreement, or an LLC agreement. It most often is considered as much a deadlock-resolution provision as an exit provision and arises in the context of two owners or two groups or sets of owners. An example of a forced buy-sell provision is Exhibit A to this paper. This paper describes various issues to be considered regarding forced buy-sell provisions. In general, this paper assumes only two owners.
Privacy and Data Security Law in Texas, An Overview
The import of this article is, hopefully, to make Texas attorneys aware of just how broad the considerations of privacy and data security can be. As the field grows, lawyers in Texas will inevitably have to take privacy and data security issues into account in many varied business issues, in terms of compliance, transactions, and enforcement of rights. It also seems clear that the federal actions to date indicate that there will not be an over-arching action by the U.S. Congress to address privacy matters to the exclusion of state regulation, or if such an action is taken, that it will only create a floor for minimum protections, and states will continue to be able to regulate as long as it is in a manner that is not contrary to the federal scheme. Consequently, Texas lawyers should anticipate a continuing growth in privacy law and regulation in Texas, as well as an increase in privacy claims being asserted in Texas courts. The transactional lawyer in Texas will have to be aware of, and provide allocations for, these risks in the contracts and other legal documents he or she drafts and negotiates for clients.
Fifth Circuit issues preliminary injunction against Texas Bar for unconstitutional actions
Texas S.B. No. 207 - Relating to the offense of money laundering
Adds cryptocurrencies (virtual currencies) to the list of mechanisms used to commit money laundering.