Steve’s Blog

ABC: A Recent Example

In my last post — here — I listed some of the advantages  a privately held, financially distressed company might realize by choosing to liquidate by way of a state law ABC, or assignment for the benefit of creditors, instead of … Continue reading

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ABC: An Attractive Alternative to Bankruptcy

The owners of private, financially distressed businesses choosing among unpalatable alternatives should sometimes consider a lesser used state (not federal) statutory course: an assignment for the benefit of creditors, or ABC. General Advantages over Bankruptcy ABCs have grown in popularity … Continue reading

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Forming an Inadvertent Partnership – Part 2

A few weeks ago, I wrote a post entitled “Forming an Inadvertent Partnership”.  You can find it here.   That post discussed the Texas Supreme Court’s 2009 decision in Ingram v. Deere. Since the Texas Supreme Court issued its opinion … Continue reading

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Current Changes to Rules 504 and 505 of Regulation D

Regulation D under the Securities Act of 1933 is amended, although not frequently, but a pair of amendments announced by the SEC in late 2016 are taking effective now. The amendments to Rule 504 — the “lowest hurdle” of what … Continue reading

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Business Entity Three Year Statute of Repose

Potential clients wanting to dissolve a Texas business entity frequently tell me they “want the three year period to start running” although they can’t really explain what it is or why it needs to begin, but they are sure that it … Continue reading

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An “Investment Contract” is a “Security”

Why is the term “investment contract” which appears in the definition of “security” in the federal Securities Act of 1933, the federal Securities Exchange Act of 1934, and the Texas Securities Act corporate stock so important? Corporate stock is a “security” … Continue reading

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Forming an Inadvertent Partnership

You intentionally form a Texas corporation, limited liability company or limited partnership by filing a Certificate of Formation with the Texas Secretary of State. How do you form a Texas general partnership? Sometimes … without intending to form it at … Continue reading

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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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