Court Affirmed Finding That An Applicant Was Not Equitably Adopted Where There Was No Evidence Of An Agreement To Adopt The Applicant

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Court Affirmed Finding That An Applicant Was Not Equitably Adopted Where There Was No Evidence Of An Agreement To Adopt The Applicant

November 25, 2020

In In re Estate of Hines, the trial court held that an applicant was not equitably adopted by the decedent in an heirship proceeding. No. 06-20-00007-CV, 2020 Tex. App. LEXIS 8000 (Tex. App.—Texarkana July 27, 2020, no pet.). The applicant appealed, and the court of appeals affirmed. The court first addressed the law on equitable adoption: Adoption by estoppel takes place “when [a person’s] efforts to adopt [a child] are ineffective because of failure to…

Healthcare M&A in a Post-PPP World: Time to Look that Gift Horse in the Mouth

By Justin Hoover

November 24, 2020

In the wake of the initial months of the COVID-19 pandemic, many practitioners have started to see a notable uptick in healthcare M&A activity through the third quarter of 2020. Such activity spans from consolidation transactions in certain medical practice segments, accretive acquisitions in the hospice and home health space, business combinations to expand telemedicine offerings, and a growing interest in value-add healthcare real estate opportunities. In most cases, the seller parties that have weathered…

Winstead Business Divorce

SBA Procedural Notice Summary – Changes of Ownership

By Bhavesh Modi

November 24, 2020

In order to clarify the required procedures for changes of ownership of entities that have received Paycheck Protection Program (“PPP”) funds, the Small Business Administration (“SBA”), on October 2, 2020, released a Procedural Notice. Specifically, the Procedural Notice addresses the procedures companies with outstanding PPP loans must follow when undergoing a change of ownership, including mergers, equity or asset acquisitions, or ownership restructurings.[1] Prior to the October 2, 2020 Procedural Notice, SBA loans…

Navigating Safe Harbors: Review of the Protections Provided to Governing Persons by the Texas Interested Party Statute and the Business Judgment Rule

By Ladd Hirsch

November 23, 2020

Under Texas law, when the owners of closely held companies have co-investors, they need to exercise care in managing their business. This need for caution is due in large part to a Texas statute that makes it easier for minority shareholders or minority members of LLC’s (“Minority Owners”) in closely held companies to file derivative lawsuits alleging claims for breach of fiduciary duties against the company’s officers, directors and/or managers (“Control Persons”). See Tex. Bus.…

Court Addresses Claims Against A Trustee Arising From The Management Of A Limited Partnership Interest

November 18, 2020

In Benge v. Thomas, a settlor created a trust and appointed her daughter, Missi, as the trustee. No. 13-18-00619-CV, 2020 Tex. App. LEXIS 6888 (Tex. App.—Corpus Christi August 27, 2020, no pet.). The trust owned an interest in a limited partnership that contained mineral interests. Missi’s daughter, Benge, was a beneficiary of the trust. Benge sued Missi for various claims of breach of fiduciary duty arising from the operation of the limited partnership and other…

Securities Litigation and Regulatory Enforcement

There’s No Such Thing as a Free Lunch

By Corinne Smith & Kevin Wood

November 17, 2020

There’s no such thing as a free lunch…. This adage is over 50 years old, and the Office of Inspector General for Health & Human Services (OIG) wants to remind doctors that it remains true. The pharmaceutical and medical device industry continues to woo doctors with invitations to educational speaker programs in high-end restaurants, with golf excursions, or at sporting venues. On Monday, November 16, the OIG issued a new Special Fraud Alert to remind…

SEC Adopts Amendments to “Accredited Investor” Definition

By Alex Allemann, Ronak V. Patel, Andrew Rosell, Ryan Valenza, Ben Allen & Jarrod Azopardi

November 16, 2020

The Securities and Exchange Commission (the “SEC”) recently adopted amendments to the definition of “accredited investor,” which will permit a wider range of investors to participate in certain private offerings. The amended definition includes several new categories of natural persons and entities who qualify as accredited investors for purposes of Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Securities Act”). The amendments also expand the definition of “qualified institutional buyer” under…

Court Addressed A Shareholder Derivative Suit Against Officers And Directors For Self-Interested Transactions, Misuse Of Company Assets, And Dereliction Of Duties

November 9, 2020

In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex. App. LEXIS 6684 (Tex. App.—Austin August 20, 2020, no pet. history). The defendants filed a motion to dismiss, and the trial court denied it. The defendants appealed, and the court of appeals reversed in part and affirmed in part. The plaintiffs’…

Court Reverses Receivership Order In Partnership Dispute Because The Probate Court Did Not Have Jurisdiction To Enter A Rehabilitative Receivership

November 1, 2020

In In re Estate of Hallmark, an executrix of an estate filed suit in probate court for declarations regarding a partnership and sued the other partners. No. 11-18-00187-CV 2020 Tex. App. LEXIS 7063 (Tex. App.—Eastland August 31, 2020, no pet. history). One partner filed a cross-claim against the other partner for mismanagement and sought a receivership, which was granted. The managing partner then appealed. The court of appeals held that the probate court did not…

Court Dismissed Appeal By Pro Se Individual Who Could Not Represent An Estate