Yearly Archives: 2014

TBOC AND SHAREHOLDERS’ AGREEMENTS

I described last week’s blog — Ritchie v. Rupe: Segue to Private Company Agreements   — as a bridge from our recent series on the use of proxies in private company situations to an upcoming series on preparing private company agreements.  This week’s blog begins that … Continue reading

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Ritchie v. Rupe: Segue to Private Company Agreements

Two weeks ago the Texas Supreme Court issued its opinion in  Ritchie v. Rupe.  While there’s much to take from the majority opinion, I title this post “Ritchie v. Rupe: Segue to Private Company Agreements” because the case serves to connect our … Continue reading

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Unfinished Business Doctrine: Dead at Last

The “unfinished business doctrine” as applied to defunct law firms is dead. Recent Posts, for Context As we wrote on June 12 in “Unfinished Business Doctrine: Federal Judge Gets it Right!”, a federal court judge in California killed the doctrine … Continue reading

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Private Company Proxy Contest — Practice Illustrations

Real life examples of private company proxy contest?  In this brief blog post, I will relate two practice experiences we have had.  [Factual information is deliberately omitted or obscured as necessary to preserve client confidences and secrets and otherwise comply … Continue reading

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Private Company Proxy Contest — Near Final Thoughts

The problem I identified in LLC Company Agreements in the prior part of this series — here — applies likewise to private partnerships and sometimes, although not as frequently, to private corporations when it comes to private company proxy issues. … Continue reading

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Private Company Proxy Contest – Examples

In this third part of the series on private company proxy contest series, I want to illustrate the problem — or opportunity — which I have been hypothesizing in the prior two parts. Definitions of Ownership Interests — the Gap … Continue reading

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Private Company Proxy Contest – Legal Basis

Is it possible for your closely held business to become the subject of a private company proxy contest? Contrast with Public Companies I ended the first part of this blog by noting that changes in control of public companies may … Continue reading

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Private Company Proxy Contest – Introduction

A PRIVATE COMPANY PROXY CONTEST?? Public Company Changes in Control An outsider (or insider) who wants to take control of a public company may buy up its  ownership interests, which are purchasable in the open market, by private acquisitions, or … Continue reading

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Protecting Trade Secrets – Part 2

So what are the laws of Texas that protect the holders of  “trade secrets”?  My potential client wants to hear them, so he can sleep at night after disclosing his great new idea to a prospective funder — who signed … Continue reading

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Protecting Trade Secrets – Part 1

A potential client called me for help in starting up a company to develop, produce, market and finance a manufacturing idea — a confidential, proprietary “trade secret” — he had conceived and refined after many months of hard work. But … Continue reading

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