Presentation: The Use of Arbitration, Forum-Selection, Jury-Waiver Clauses in Trust & Estate Litigation

Presentation: The Use of Arbitration, Forum-Selection, Jury-Waiver Clauses in Trust & Estate Litigation

December 9, 2019

David F. Johnson presented his paper “The Use of Arbitration, Forum-Selection, and Jury-Waiver Clauses in Trust and Estate Litigation in Texas” to the Texas Bar Association’s Fiduciary Litigation Course in San Antonio on December 5, 2019. This presentation discussed the general purposes for those clauses, the standards for enforcement, procedural aspects of enforcement, the impact of choice-of-law clauses, and most importantly, current authority from across the county on using those clauses in trust and estate…

Invest With Caution: Top 10 Checklist For Investors Purchasing Interests in Private Companies

November 18, 2019

The private company marketplace has become increasingly attractive to investors as the number of opportunities for investment has vastly expanded. There are approximately 6 million companies in the US, but less than 1% are publicly traded on a national stock exchange and more than 85% of businesses with more than 500 employees are privately owned. The attraction for investors is that private companies hold the potential to yield robust financial returns due to the fact…

ETP v. Enterprise: Texas Partnership Created by Conduct — A Dog That Won’t Hunt

November 4, 2019

Following Supreme Court arguments last month, the final chapter in the long-running legal battle between Energy Transfer Partners LP (“ETP”) and Enterprise Products Partners (“Enterprise”) is finally coming to an end. ETP is requesting the Texas high court to reinstate the $535 million judgment it obtained after a jury trial against Enterprise in 2014. The case presents critical issues regarding the manner in which a Texas partnership can be formed, and the importance of these…

Presentation: Detecting Elder Abuse and The Duty to Report Financial Exploitation

October 1, 2019

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, presented “Detecting Elder Abuse and The Duty to Report Financial Exploitation” to the Southwest Association of Bank Counsel on Thursday, September 26, 2019, in Santa Fe, New Mexico. This presentation focused on factors to detect the two main tools of elder abuse, undue influence and mental incompetence, and also discussed a financial institution’s duty to report elder abuse to the proper authorities. David also…

Recorded Webinar – Trustee Compensation in Texas

September 26, 2019

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, discusses the law in Texas and practical advice regarding a trustee’s right to compensation. CLICK HERE FOR WEBINAR Trustee Compensation_Slides Trustee Compensation Paper If you are interested in joining our next complimentary webinar or presentation, please send your request to David Johnson at dfjohnson@winstead.com …

Presentation: Summary Judgments in Texas

September 17, 2019

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog recently presented his paper on “Summary Judgments in Texas” at the State Bar of Texas’s Advanced Civil Appellate Course in Austin, Texas. This presentation included a discussion of the finality of summary judgments, the standard and scope of review of traditional and no-evidence summary judgments in the trial court and court of appeals, preservation of error hot topics, recent Texas Supreme Court decisions…

Reps & Warranties Insurance: A Game Changer for Business Owners Providing the Opportunity for a Virtually Risk-Free Sale of the Company

September 9, 2019

By Ricky Torlincasi and Ladd Hirsch Historically, the sale of a private company carried with it a significant risk of claims by the purchaser. Months or even years after the sale closed, purchasers would frequently contend that the seller’s representations and warranties in the purchase agreement had been breached. This claim would support demands by the purchaser for the seller to forfeit some or all of the purchase price held back in escrow, and give…

Making the Right Choice: The Obligation to Comply With Fiduciary Duties By The Directors, Managers and Officers of Private Texas Companies

August 27, 2019

By Kelly Knotts and Ladd Hirsch Fiduciary. The term applies broadly to cover all types of companies, as well as spouses in marriage, and is defined as “of, relating to, or involving a confidence or trust.” In the private business context, the company’s shareholders or members trust that their directors, managers and officers will make good faith decisions and act with loyalty to the business. When company leaders breach this trust and violate their fiduciary…

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

August 5, 2019

By Zack Callarman and Mark Johnson Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies (Read here). For majority owners, securing a buy-sell agreement avoids the potential of becoming “stuck” in business with a difficult co-owner without the ability to force a buyout of this minority investor’s ownership stake. For at least some majority owners of private Texas companies, however, another…

Presentation: Temporary Injunctive Relief in Texas