Disputes often arise over whether parties have agreed to, or by their conduct they have, committed themselves to a transaction. On January 31, 2020, the Texas Supreme Court delivered its decision in Energy Transfer Partners,...more
In 2015, Blue Bell Creameries USA, Inc., a Delaware subchapter S corporation headquartered in Brenham, Texas (Blue Bell), through subsidiaries made and distributed ice cream tainted with listeria bacteria. As a consequence,...more
7/1/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Compliance Management Systems ,
DE Supreme Court ,
Duty of Loyalty ,
Food Recalls ,
Food Safety ,
Listeria ,
Public Health ,
Publicly-Traded Companies
Five Business Entity Forms:
• Corporation
• General Partnership
• Limited Partnership
• Limited Liability Partnership
(“LLP”)
• Limited Liability Company
(“LLC”)
...more
1/19/2017
/ Books & Records ,
Breach of Duty ,
Business Formation ,
Business Judgment Rule ,
Business Taxes ,
Choice of Entity ,
Confidentiality Agreements ,
Conflicts of Interest ,
Corporate Taxes ,
Delaware General Corporation Law ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
General Partnerships ,
Inflated Stock Purchase Price ,
Joint Venture ,
Letters of Intent ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Minority Shareholders ,
Partnerships ,
Personal Liability ,
S-Corporation ,
Secretary of State ,
Shareholder Rights ,
State of Incorporation
I. Introduction.
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
I. Director Duty of Loyalty -
Directors owe fiduciary duties to a corporation on whose Board of Directors (“Board”) they serve and effectively to all of its stockholders. The fiduciary duty of loyalty dictates that...more