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Business Formation › Fiduciary Duty

Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited... more +
Business formation is the process of establishing a legal entity to carry out a particular entreprise.  The law provides several entity options, each with its own advantages and disadvantages. Limited Liability Corporations (LLC), Limited Liability Partnerships (LLP), and S-Corporations are a few examples of available options. When forming a business, founders can choose whichever entity-type best aligns with their specific tax and liability needs and considerations. Other important aspects of forming a business include drafting a comprehensive business plan, choosing appropriate insurance, establishing personnel policies and protecting intellectual property.  less -
Pillsbury - Propel

Who’s Actually in Charge Here?: The Real Difference Between Shareholders, Directors and Officers (and Why It Matters to Founders)

Pillsbury - Propel on

When you’re launching a startup, it’s easy to blur the lines between owners, decision-makers and doers—especially when you’re all three. But as soon as you raise money, add a co-founder, or bring on outside help, things get...more

Quinn Emanuel

DExiting to Nevada?

Quinn Emanuel on

A growing number of U.S. companies have begun reconsidering Delaware as the default state of incorporation in a phenomenon dubbed “DExit.” Historically, Delaware has been the preferred jurisdiction for public and private...more

Clark Hill PLC

Can you eliminate fiduciary duties in a Texas LLC?

Clark Hill PLC on

Bottom Line: Yes, as of May 14, 2025, members of a Texas LLCs can now eliminate fiduciary duties through their company agreements (aka “operating agreements”), thanks to a crucial amendment that added the word “eliminate” to...more

Orrick, Herrington & Sutcliffe LLP

OLNS#12 – Advisory Boards in German Start-ups

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In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world,...more

Orrick, Herrington & Sutcliffe LLP

OLNS#12 - Beiräte in deutschen Start-ups

Orrick, Herrington & Sutcliffe LLP on

Mit unseren auf Technologietransaktionen spezialisierten Teams in allen wichtigen globalen Märkten begleiten wir zahlreiche deutsche Technologieunternehmen auf ihrem Wachstumspfad. Als eine der führenden Tech-Kanzleien...more

Bowditch & Dewey

Solving the Puzzle to Improve Corporate Governance

Bowditch & Dewey on

An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more

Allen Matkins

May A Joint Venturer Withdraw From A Joint Venture In Order To Pursue A Joint Venture Opportunity?

Allen Matkins on

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership".  Cal....more

Orrick, Herrington & Sutcliffe LLP

Startups in the UK: Navigating the Next Phase of Growth

Orrick, Herrington & Sutcliffe LLP on

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK...more

Robins Kaplan LLP

Thinking Ahead: Key Provisions to Consider When Drafting Entity Governing Documents

Robins Kaplan LLP on

A company’s governing documents, whether they be corporate bylaws and shareholder agreements, limited liability company (“LLC”) operating agreements, or partnership agreements, typically include the rules and regulations for...more

Keating Muething & Klekamp PLL

Revised Ohio LLC Statute

Keating Muething & Klekamp PLL on

The Ohio Revised Limited Liability Company Act (“LLC Act”) took effect on February 11, 2022, and now governs all limited liability companies formed under Ohio law. The LLC Act replaced Chapter 1705 of the Ohio Revised Code...more

International Lawyers Network

Establishing a Business Entity in Australia (Updated)

International Lawyers Network on

TYPES OF BUSINESS ENTITIES - There are a number of business structures to choose from when starting a new business venture in Australia. Investors need to determine which form of business organisation is the most...more

Jackson Walker

New Texas Business Organizations Code Legislation for 2021

Jackson Walker on

Several key bills amending the Texas Business Organizations Code (TBOC) and Texas Business & Commerce Code (TBCC) were passed in the 87th Texas Legislature, Regular Session (the “2021 Legislative Session”), which convened on...more

Farrell Fritz, P.C.

The Oral Partnership Operating as a Corporation: Is it a Partnership? A Corporation? Can it be Both?

Farrell Fritz, P.C. on

Oral agreements to form and operate business enterprises are a recurring subject of this blog. We’ve written many times, for example, about the comparative ease vis-a-vis other kinds of entities with which one can...more

International Lawyers Network

Establishing A Business Entity In Australia (Updated)

International Lawyers Network on

TYPES OF BUSINESS ENTITIES - There are a number of business structures to choose from when starting a new business venture in Australia. Investors need to determine which form of business organisation is the most...more

Winstead PC

Texas Supreme Court Holds That  Parties Can Conclusively Agree That, As Between Themselves, No Partnership Will Exist Unless...

Winstead PC on

In Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., one pipeline company sued another for breaching a duty of loyalty that allegedly arose out of a partnership to develop a pipeline. No. 17-0862, 2020 Tex....more

Winstead PC

Business Owners Take Note as Enterprise Completes Its Mission: Supreme Court Holds No Common Law Partnership Was Formed with ETP

Winstead PC on

The long-running legal saga between Enterprise Products Partners (“Enterprise”) and Energy Transfer Partners (“ETP”) may finally be nearing its end after the Texas Supreme Court issued a unanimous decision last Friday,...more

Jackson Walker

In Major Partnership Decision, Texas Supreme Court Affirms That Businesses Can Contract for Conditions Precedent to Preclude the...

Jackson Walker on

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

International Lawyers Network

Establishing A Business Entity In Australia (Updated)

International Lawyers Network on

1. Types of business entities - 1.1 Types of entities available through which to conduct business - The following entities are recognized as business structures to conduct business under Australian law: Sole trader -...more

Winstead PC

ETP v. Enterprise: Texas Partnership Created by Conduct — A Dog That Won’t Hunt

Winstead PC on

Following Supreme Court arguments last month, the final chapter in the long-running legal battle between Energy Transfer Partners LP (“ETP”) and Enterprise Products Partners (“Enterprise”) is finally coming to an end. ETP is...more

A&O Shearman

Texas Supreme Court Agrees to Review Controversial Ruling Regarding Texas Partnerships

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On June 28, 2019, the Texas Supreme Court agreed to review a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d 531...more

Patton Sullivan Brodehl LLP

Think Carefully Before Forming an “Out of State” LLC

Patton Sullivan Brodehl LLP on

Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware can be an enticing option. Delaware is known for its...more

International Lawyers Network

Establishing A Business Entity In Australia

International Lawyers Network on

1. Types of business entities - 1.1 Types of entities available through which to conduct business - The following entities are recognized as business structures to conduct business under Australian law: Sole trader -...more

Patton Sullivan Brodehl LLP

Seven Critical Mistakes LLCs Make, and LLC Manager Power Issues

Patton Sullivan Brodehl LLP on

The “Seven Critical Mistakes LLCs Make” Series - This series of posts covers some of the most serious mistakes that LLCs regularly make. Here are...short summaries of each: Choosing the Wrong Business Partners —...more

Jackson Walker

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

Jackson Walker on

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

Jackson Walker

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

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