Scaling an Even Higher Bar: Texas Law Raises the Stakes for Private Company Shareholders in Pursuing Derivative Claims

Scaling an Even Higher Bar: Texas Law Raises the Stakes for Private Company Shareholders in Pursuing Derivative Claims

February 4, 2019

By LaCrecia Perkins and Ladd Hirsch A look back at Business Divorce developments during Texas 2018 reflects a continuing negative trend for private company shareholders[1] who have claims for misconduct against the company’s control group (e.g., majority owners, officers, managers, and/or directors). The rocky road for Texas shareholders began in 2014 with the Supreme Court’s Ritchie v. Rupe decision,[2] which eliminated the remedy previously available to minority shareholders of securing a court-ordered buyout of…

Recorded Webinar – Fiduciary Litigation Update: 2017-2018

December 20, 2018

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, discusses interesting fiduciary issues that Texas courts have discussed during the survey period of mid-2017 through mid-2018. Some of the issues covered are the tort of intentional interference with inheritance rights, the enforcement of arbitration and forum-selection clauses in trusts and wills, the enforcement of exculpatory clauses in trusts, trustees paying attorney’s fees in litigation, removal of trustees, trustee’s power to dispose of…

Presentation: Tips for Managing the In-House and Outside Counsel Relationship

December 20, 2018

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, presented “Tips for Managing the In-House and Outside Counsel Relationship” to the Southwest Association of Bank Counsel’s webinar series on December 13, 2018. David discussed how to select counsel; items to include in engagement letters; communication suggestions at the outset of a matter, during a matter, and at the conclusion of a matter; and many other issues. A copy of his presentation is attached below.…

“To Vest, or Not to Vest” —The Question for Company Founders Who Receive Equity/Stock In Connection with a New Private Equity Investment in the Business

November 19, 2018

By Sam Vinson and Ladd Hirsch In his famous “To Be or Not to Be” soliloquy, Hamlet anguished over whether his future was worth living. [1] Hopefully, private company founders picture a future less bleak than Hamlet’s grim outlook. When the founders of fast-growing private companies accept new investment capital, however, they need to consider the future of the resulting ownership structure of the business, particularly when the financing involves issuing new company shares. When…

Avoiding Business Divorce Disaster: A Business Valuation Expert’s View

November 5, 2018

By Jeff Balcombe [1] — We are pleased to present this guest post from Jeff Balcombe, a highly regarded business valuation expert based in Dallas, who is a founding principal with his firm BVA Group. In a perfect world, business partners who reach the point of parting ways would have a clear, unambiguous plan in place governing their separation. Unfortunately, when they engage in business in the real world, many company owners who need a…

Buyer Beware: Purchase a Private Company With Both Eyes Wide Open

October 15, 2018

“The bad things you can see with one eye closed. But keep both eyes wide open for the little things. Little things mark the great dividing line between success and failure.” Jacob Braude, Author and Humorist (1896-1970) By Sean Brown[1] and Ladd Hirsch In business, an eyes wide open approach is essential to the successful purchase of a private company. When the purchaser of a private company enters into a letter of intent (“LOI”) or…

The Equity Profits Interest: Giving Seeds Time to Sprout, Incentivizing Key Employees, and Keeping the Tax Collector at Bay

October 3, 2018

By Ladd Hirsch and Trip Dyer[1] “There is no such thing as a free lunch.” It is a common expression with a clear meaning— don’t expect to receive something for nothing. But there is an important corollary expressed less often: it is possible to receive something that will have value in the future, but without having to pay for it now. Like seeds waiting to sprout, the concept of a private company profits interest fits…

Recorded Webinar—Trustees’ Ability to Retain and Pay Attorneys in Texas

September 19, 2018

Thank you to everyone who joined us on September 18 for the webinar “Trustees’ Ability to Retain and Pay Attorneys in Texas.” The recorded webinar link is available now. If you are interested in joining our next complimentary webinar or presentation, please send your request to dfjohnson@winstead.com . David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, discusses the following: 1) tips and suggestions for retaining and communicating with counsel and 2) a…

Presentation-Temporary Injunctive Relief in Texas

September 19, 2018

David F. Johnson presented his paper “Temporary Injunctive Relief in Texas” to the State Bar of Texas’s Advanced Civil Appellate Course in Austin, Texas, on September 6, 2018. David has handled many appeals from temporary injunctions. He provided technical guidance on the complicated issues arising from these types of interlocutory appeals and also provided practical advice on whether such an appeal is advantageous or not. The presentation paper and slides are attached below. If you…

Family Law Post: The Liquidity Problem In Divorce Proceedings – High Value, But No Cash to Pay for Private Company Business Interest