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Corporate Governance Contract Disputes

Freeman Law

Third-Party Beneficiary Rights Under Texas Nonprofit Corporation Charter

Freeman Law on

On June 27, 2025, the Texas Supreme Court rendered a 32-page opinion in the case of Southern Methodist Univer. v. South Central Jurisdictional Conference of the United Methodist Church, No. 23-0703, __ S.W.3d __ (Tex. June...more

Farrell Fritz, P.C.

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Farrell Fritz, P.C. on

There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more

Falcon Rappaport & Berkman LLP

Delaware Chancery Court Narrows the Path for Enforceable Non-Competes: Lessons from North American Fire and Payscale

A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny...more

Vinson & Elkins LLP

Texas Business Court Quarterly Update – Q1 and Q2 2025

Vinson & Elkins LLP on

As a part of Vinson & Elkins’ Texas Business Court Quarterly Update, the following update summarizes the Texas Business Court opinions—categorized by primary issue—that have been released since September 1, 2024 through the...more

Vinson & Elkins LLP

House Bill 40 Approved by the Texas Legislature—Expanding Business Court Jurisdiction and Operations

Vinson & Elkins LLP on

As an update to Vinson & Elkins’ prior coverage of House Bill 40 (“H.B. 40”)—new legislation that expands the jurisdiction and operations of the recently opened Texas business courts—both houses of the Texas Legislature...more

Nossaman LLP

Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership

Nossaman LLP on

In this episode, Kimberly Kamkar is joined by corporate law partners Patrick Richard, Anna Tang and Doug Schwartz to explore the complexities of business "break-ups." They discuss essential practices for future planning, the...more

A&O Shearman

Tales of the unexpected

A&O Shearman on

A colleague told me about a conference at UCL on contract law and the unexpected saying, “Looks like a nice day out Jason”. When I was emailed 12 hefty draft papers by way of pre-reading, I realised it was a rather...more

Patton Sullivan Brodehl LLP

You Come at the LLC Manager, You Best Not Miss

In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

Winstead PC

Texas Supreme Court To Review Whether A Corporate Trust’s Shareholder Has Standing To Sue On Behalf Of The Trust

Winstead PC on

The Supreme Court granted oral argument in In re UMTH Gen. Servs., L.P., 2023 WL 8291829 (Tex. App.—Dallas 2023), wherein a real estate investment trust entered into an advisory agreement with an entity and gave it authority...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Farrell Fritz, P.C.

New Year, New Law – New Opacity – for LLC Owner Disputes

Farrell Fritz, P.C. on

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

Latham & Watkins LLP

Litigation 2024 Year in Review and 2025 Outlook: A view of the landscape in Europe and the UK

Latham & Watkins LLP on

Welcome to our Litigation 2024 Year in Review and 2025 Outlook. In this report, we examine the legal trends that have shaped the commercial landscape in Europe and the UK and explore how these developments are likely to...more

BCLP

Litigation Trends for 2025: What Will This Year Hold for Business and Commercial Disputes?

BCLP on

We explore the trends for Business and Commercial Disputes in the UK, US and France/EU in 2025. Here's what you should know...more

Mayer Brown

Legal Developments in Construction Law: January 2025

Mayer Brown on

1.  LEASEHOLDERS MOVE CLOSER TO BUILDING LIABILITY ORDER AGAINST SPV PARENT COMPANY - Under section 130 of the Building Safety Act the court can make a Building Liability Order against a company that was not responsible...more

Foley & Lardner LLP

Complying With Recent Guidance From Delaware Courts Regarding Enforcement of Noncompetes

Foley & Lardner LLP on

In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more

A&O Shearman

Legal agility and risk resilience: How to enhance your organisation’s readiness to withstand the next crisis

A&O Shearman on

What can in-house legal, risk and compliance leaders learn from the Covid-19 pandemic and other notable crises of the past 20 years to strengthen the legal resilience of their organisations? More than any other crisis in...more

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Benesch

M&A Pitfalls in the Cannabis Industry

Benesch on

M&A is nothing new to the cannabis sector. The industry has experienced substantial consolidation activity to date and this trend will only increase in the months and years to come. However, if cannabis companies looking to...more

Snell & Wilmer

An Ounce of Prevention - Strategic Outside General Counsel Solutions

Snell & Wilmer on

All businesses (big and small) face legal issues every day ranging from the urgent (a lawsuit was just filed against the company), to the routine (a customer marked-up our form contract), to the mundane (where do we put our...more

Morris James LLP

Chancery Dismisses Complaint for Failure to Allege Noncompliance

Morris James LLP on

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

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