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Important changes to business entity law in Texas

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Important changes to business entity law in Texas                                                      

Five bills proposed by the Texas Business Law Foundation were passed in the 2019 Legislative Session, resulting in more than 100 newly enacted or amended sections. Four of the bills amended the Texas Business Organizations Code, while the fifth amended the Texas Business & Commerce Code. Most became effective on September 1, 2019.

The changes are captured in the 2019 Edition of Texas Laws Governing Business Entities, Annotated. A Table of Sections Affected provides a list of new legislation, and changes are summarized in the book’s legislative analysis prepared by noted Texas attorney Byron Egan of Jackson Walker L.L.P.

The 2019 Edition also includes more than 250 new case notes, as well as five full-text Texas cases covering recent legal developments regarding service of process on a corporation, derivative claims, alter ego doctrine, successor entities, and membership in an LLC. The new cases, listed in the book’s Table of New Annotations, provide business attorneys advising Texas entities with insight regarding how courts interpret the state’s business laws. New case notes are marked with a gray bar for fast identification.

The companion CD-ROM contains more than 70 recently updated business entity forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all Texas entity types. New for this 2019 edition, readers can also access the forms online via the LexisNexis download center. A listing of forms and contact information for Texas’s Division of Revenue, Business Services, can be found in the book’s appendix. There is also a new easy-to-reference Fee Schedule listing the Secretary of State’s fees for state business filings.

The book’s scope, expansive index, and page tabs make it quicker and easier to find information while larger pages and a clean typeface enhance readability.

The 2019 Edition of Texas Laws Governing Business Entities Annotated is available as a softbound book or ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library

Another essential resource for Texas business law

EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas is a comprehensive treatise that combines scholarly analysis and practical guidance on business entity law to provide attorneys, C-suite executives, students and other business and legal professionals with a resource for understanding business entities in Texas, whether they are formed there, in Delaware, or in another jurisdiction.

Author Byron Egan, a partner in the Dallas offices of Jackson Walker L.L.P., has spent his career carefully considering the merits of different business entities and jurisdictions, and counseling clients on the best choice. Egan recognizes that selecting the right entity—and the right jurisdiction—can make all the difference in the execution and long-term success of a complex business transaction.

The treatise provides hands-on guidance for dealing with the formation, governance, sale, and termination of entities, drawing on the author’s more than forty years of advising clients, helping to draft Texas entity statutes, and teaching continuing legal education courses. Egan also incorporates in-depth analysis of adjudicated cases and legal literature to further explain which entity form is best for a particular situation. Close attention is paid to corporate governance matters, and the consequences of failures in corporate governance.

Egan’s practice comprises corporate, partnership, securities, mergers and acquisitions, and financing, and he is a frequent author and lecturer regarding M&A, governance of corporations, partnerships and limited liability companies, securities laws, and financing techniques. He has been listed in “The Best Lawyers in America under Corporate, M&A or Securities Law” for over 20 years. In addition to the many other awards he has received, Egan has won the Burton Award for distinguished legal writing four times and his paper entitled Director Duties: Process and Proof received the Franklin Jones Outstanding CLE Article Award.

“EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas incorporates a profound understanding of the corporation, partnership and limited liability company laws governing entities doing business in Texas. The work admirably elucidates the intersection of the entity laws of Delaware and Texas, and should be a resource to all who advise businesses in Texas.” ― Myron T. Steele, Partner, Potter Anderson & Corroon LLP and Former Chief Justice, Supreme Court of Delaware.