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November 1, 2015Allen Bywaters Landon
Choice-of-Law Provisions and the Role of Business Relationships to Other Jurisdictions With Respect to Detrimental-Activity Clauses in Executive Compensation Plans
Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319 (Tex. 2014)
November 7, 2019F. Daniel Knight
Greed - For Lack of a Better Word - Is(n't) Good
Alexis de Tocqueville famously said of lawyers in his ovular work "Democracy in America" that he could not “believe a republic could exist if the influence of lawyers in public business did not increase in proportion to the power of the people". What defines our profession today? Is it a pursuit of justice? Is it the concept of fairness? Is it equality under the law? Most non-lawyers could possibly say that one word defines our profession – Greed. Ours is not an easy profession. Use of the guideposts provided to us by the law, our State Bar of Texas, and, frankly, common sense can help us to avoid the pitfalls. It can help us to do our jobs in a professional and ethical manner while striving to provide high quality legal services. Most importantly, it can help us to sleep easy at night.
May 18, 2017Byron F. Egan
Choice of Entity and Acquisition Structure Decision Tree
These are the presentation slides.
May 21, 2016Byron F. Egan
Acquisition Structure Decision Tree
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business. The transaction typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal.
May 17, 2015Byron F. Egan
Acquisition Structure Decision Tree
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business. The transaction typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal.
May 25, 2013Byron Egan
Acquisition Structure Decision Tree
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business.1 The transaction typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal. Purchases of assets are characterized by the acquisition by the buyer of specified assets from an entity, which may or may not represent all or substantially all of its assets, and the assumption by the buyer of specified liabilities of the seller, which typically do not represent all of the liabilities of the seller.2 When the parties choose to structure an acquisition as an asset purchase, there are unique drafting and negotiating issues regarding the specification of which assets and liabilities are transferred to the buyer, as well as the representations, closing conditions, indemnification and other provisions essential to memorializing the bargain reached by the parties. There are also statutory (e.g., bulk sales and fraudulent transfer statutes) and common law issues (e.g., de facto merger and other successor liability theories) unique to asset purchase transactions that could result in an asset purchaser being held liable for liabilities of the seller which it did not agree to assume.
May 26, 2012Byron F. Egan
Acquisition Structure Decision Tree
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business. The transaction typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal.