This section of the website deals with Texas business law relating to closely-held businesses, primarily corporations. You will find discussions of practical legal issues confronting Texas business owners and business attorneys. In particular, we address the state of current Texas law afterRitchie v. Rupe and the directions in whichwe expect the law to develop.
The section on closely-held businesses contains general resources for business owners and attorneys on the formation and governance of closely-held businesses. Articles include a discussion of the selection ofdifferent business structures, forming a corporation in Texas, and related topics.
In June2014, the Texas Supreme Court's Ritchie v. Rupe decision struck down the Shareholder Oppression Doctrine in Texas and nullified 30 years of case law establishing legal protections for the rights of minority shareholders. Now, more than ever, business owners and Texas lawyers must know the rights and duties ofstockholders, officers, and directors in closely-held corporations in the new and evolving law of shareholder oppression.
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We review the nature and legal structure of corporations and why oppression is a problem for minority shareholders in closely-held corporations. We take a look at how Texas law developed to protect minority shareholder rights under the Shareholder Oppression Doctrine, and the Ritchie v. Rupe decision that struck down that legaldoctrine. We examine the implications of Ritchie v. Rupe – what are the gaps left in Texas shareholder oppression law and how will the courts go about filling in the gaps?
Even after Ritchie v. Rupe, minority shareholders have well-established rights that the law will protect: rights to information, voice and voting, a share of the profits, and to sell and transfer your stock. Corporations owe duties to preserve their shareholder's property rights and of fairness, impartiality, and disclosure to every shareholder.
We look at the minority shareholders’ cause of action for breach of trust, dividends claims, stock conversion, dilution, and breach of fiduciary duties that will serve to fill in many of the gaps in the law left by Ritchie v. Rupe.
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Ritchie v. Rupe did not diminish the duties that officers and directors owe to the corporation, and indirectly to the shareholders. If anything, the decision may have enhanced those duties. We look at the ultra vires cause of action and derivativeclaims claims for usurpation of corporate opportunitiesandexcessive compensation.
Much of the wrongful conduct that courts addressed through the shareholder oppression doctrine cannow only be resisted through the derivative action. A derivative suit allows the minority shareholder to bring claims on behalf of the company when officers and directors breach their fiduciary duties. Going forward, according to the Supreme Court in Ritchie, Texas business lawwill protect “the legitimate interests of a minority shareholder by protecting the well-being of the corporation.” Derivative claims have their own procedural peculiarities and special rules for small, closely-held corporations.
This section deals with practical and ethical issues confronting attorneys who represent closely-held companies. Lawyers representing companiesinvolved in shareholder or partnership disputes are often in a delicate ethical situation. We examine the ethical dilemmas facing corporate attorneys, traps to avoid, and duties to their clients.
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With offices in The Woodlands, TX we advise and represent clients throughout Texas. To speak with one of our dedicated, understanding attorneys, please call 281-210-0140 or contact us via email. We’re here to listen.Businesses large and small run into legal questions and concerns on a regular basis. If not addressed properly and in a timely manner, legal disputes can result in unnecessary and costly liability for your business. It is not always cost-effective to hire in-house legal counsel, but that does not mean you cannot get legal guidance and counsel when you need it. Consider discussing your company’s needs with an experienced Katy, Texas business attorney at the Weisblatt Law Firm.
Business lawyer Andrew Weisblatt works with companies of all types and sizes, from sole proprietorships and small start-ups to well-established multi-national corporations. He has practiced law continuously for more than 25 years, including working as in-house counsel for a large steel products corporation. This position inspired him to start a boutique firm dedicated to helping businesses in the Katy and Houston areas with all of their legal needs. Mr. Weisblatt is proud to have loyal clients and to make media appearances to weigh in on the business law matters.
The legal team of the Weisblatt Law Firm is ready to consult with any business owner about any legal concern. To learn more about our services, please call (713) 666-1981 or contact us online to schedule a consultation.
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The Katy area is home to a wide variety of businesses, both large and small. From major energy providers to retail establishments, many companies provide residents of Katy, Texas, and the United States with products and services they want and need. The Katy Economic Development Council reports the following statistics:
These companies account for more than $21 billion in revenue and employ more than 113, 000 people. While there are many small operations, there are also more than 200 corporations with headquarters in the region, which are many of the leading employers. Some headquarters include:
Much of the commerce in Katy centers around the Energy Corridor District, with numerous major oil and gas corporations employing more than 40, 000.
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The economy is becoming more diverse, however, as Katy and surrounding areas are also home to a new FedEx distribution center and an Amazon fulfillment center, which contribute to substantial job growth. The retail industry has also grown significantly to accommodate residential growth in the area since the economy bounced back after 2009.
Whether you run a one-person company out of your home or whether you are an executive at a large, billion-dollar corporation, you are an important contribution to the Katy economy. Business statistics indicate that the economy only continues to grow in the Katy area, with new companies starting and existing companies growing each and every day.
If you are a Katy business owner, do not risk losing important capital due to legal issues. Certain legal issues can threaten your operations and may sometimes result in the closure of your company or even personal losses. Instead, be proactive and discuss your company and its legal needs with the Weisblatt Law Firm today. We help at every stage of business, from implementation to dissolution.
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There are many steps to take when starting a business, whether you have a partnership, an LLC, or a corporation. We can assist with all necessary filings with the Texas Secretary of State, drafting and negotiating partnership agreements, operating agreements, shareholders agreements, bylaws, and more. Our firm also can help ensure your company has all the necessary permits and licenses to begin operations in compliance with Texas and Katy local laws.
Many types of businesses will use contracts on a regular basis, including operating agreements, bills of sale, sales agreements, purchase orders, warranties, licensing agreements, security agreements, franchise agreements, employment agreements, indemnity agreements, liability releases, leases, and joint venture agreements, among many others. No matter what type of contract you need, it is critical to have that contract drafted or reviewed by a skilled business contracts attorney.
The Weisblatt Law Firm regularly drafts contracts from scratch, adapts existing contracts, or reviews contracts presented by another party. We know how to ensure that the terms of a contract fully protect your rights and do not overstate your obligations. We can also represent you in contract negotiations when necessary to protect you from liability. Should a contract dispute arise, we can help you resolve the matter in the most efficient manner possible.
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Our general representation services cover a wide range of legal issues. We can represent your company in almost any legal matter that arises, including:
These are only some examples of how the Weisblatt Law Firm can represent your company in legal matters that arise in the usual course of business.
Transactions are the basis of almost any business. One party provides goods or services in exchange for capital or another form of payment on a regular basis. Our Katy business lawyers oversee a variety of transactions for our clients, including vendor agreements, contract negotiations and management, mergers and acquisitions, client and customer agreements, and more.
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For many companies in the Katy area, real estate is a major factor in their success. Finding the right commercial property to lease or purchase under favorable terms can increase your customer base and increase sales. On the other hand, signing a commercial lease or making a purchase without the proper legal guidance can result in major losses to your company. Our lawyers handle many commercial real estate matters, including reviewing and drafting commercial leases, overseeing real estate transactions, and resolving commercial real estate disputes.
For many companies, a strong employment force is key to efficient operations. Whether you have two employees or 2, 000, you should take care in all matters involving employment. We regularly help with:
Employment disputes regularly result in significant liability for companies that violated the law or did not have a proper defense against claims.
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No matter how careful you are, chances are that a legal dispute will arise at some point during the lifespan of your company. Some companies face such disputes on a regular
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