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By Eric Geringswald | CSC
Distinguished Texas attorney Byron Egan provides insightful analysis of changes to the Texas Business Organizations Code and Delaware business entity statutes enacted during recent legislative sessions in the Fifth Edition of his comprehensive treatise EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas.
In this latest edition, Egan offers thoughtful analysis of 2025 legislative and case law developments in Texas and Delaware, examines the changes in Texas and Delaware law including those affecting entities considering redomiciling to Texas from Delaware (also known as DExit), and explores the tax impact of the “One Big Beautiful Bill.”
Egan, a partner in the Dallas office of Jackson Walker LLP, draws on more than 50 years of experience advising clients, helping draft Texas entity statutes and teaching legal education courses to create this treatise. The book is a valuable resource for attorneys, board members and students seeking to understand and make critical decisions about business entities.
Comprehensive Insights into Texas and Delaware Business Law
The treatise provides hands-on guidance for the formation, governance, sale and termination of business entities. Egan incorporates in-depth analysis of adjudicated cases and legal literature to explain considerations when determining which entity form is best for a particular situation.
Egan pays close attention to transactional activities, corporate governance matters and the consequences of governance failures, as noted in the book’s Preface:
“EGAN ON ENTITIES originated with my effort to better understand which form of entity would be best for a particular situation and to advise clients accordingly. M&A is an important part of my law practice, and the entity landscape has become an important focus of the work, particularly its fiduciary duty and other governance discussions. The book serves as a way to collect my experiences dealing with formation, governance and termination of entities and M&A transactions.”
The treatise has also garnered praise for its scope and detailed treatment of the subject matter:
“On numerous occasions during my service as General Counsel of Exxon Mobil Corporation, I had the opportunity to benefit from Byron Egan’s scholarly writings on corporate law, which were shared with other lawyers in our department,” writes Charles W. Matthews, Vice President and General Counsel (Ret.) of Exxon Mobil Corporation. “EGAN ON ENTITIES belongs in the library of every academic institution, corporate legal department and law firm.”
Content Highlights: Breadth, Depth and Practical Guidance
Combining scholarly analysis with practical guidance, EGAN ON ENTITIES is indispensable for business leaders, in-house legal departments and academic institutions. The treatise includes:
Appendices: Deep Resources for Entity Practitioners
The treatise appendices serve as a robust reference for those practicing business entity law:
“EGAN ON ENTITIES incorporates a profound understanding of the laws governing entities doing business in Texas,” says Myron T. Steele, Former Chief Justice of the Delaware Supreme Court. “It should be a resource for all who advise businesses in Texas.”
Substantive 2025 Updates in the Fifth Edition
The Fifth Edition addresses major legislative and case law developments in Texas and Delaware concerning:
Egan also analyzes changes affecting entities redomiciling from Delaware to Texas (DExit) and examines the tax implications of the “One Big Beautiful Bill” for corporations and pass-thru entities eligible for the qualified business income (QBI) deduction.
Understanding the Texas Business Court
The new Texas Business Court began hearing cases on Sept. 1, 2024, with jurisdiction over significant business disputes. Designed to handle contract disputes, fiduciary duty claims and corporate governance issues, the Business Court aims to expedite proceedings and provide more predictable outcomes under specialized judicial expertise.
Appendix F provides an in-depth overview of the Court’s jurisdiction, rules and procedures, including:
“By offering a specialized forum for resolving significant business disputes, Texas is enhancing its capacity to address the needs of its business community,” Egan notes.
About the Author
Byron Egan’s practice includes corporate, partnership, securities, M&A and financing matters. He is a frequent author and lecturer on M&A and entity governance and has been listed in The Best Lawyers in America for more than 20 years. Egan is also a four-time Burton Award winner for distinguished legal writing.
The Fifth Edition of EGAN ON ENTITIES is available as a hardbound book and eBook, accessible through the LexisNexis® Digital Library.