In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite not owning membership interests in such company.[1] The dispute in question concerns the business divorce of the eponymous Villareal

The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a special purpose acquisition corporation, or SPAC, after the de-SPAC transaction left investors with devalued shares shortly after the de-SPAC transaction

Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them. A recent case filed in Harris County, Texas highlights this enhanced scrutiny with respect to an employee who was terminated during the pandemic.

By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as required by the Corporate Transparency Act (CTA).[1] Once published, newly formed and existing legal entities will be required to comply or face significant penalties.  They apply to

The Coster v. UIP Companies, Inc.[1] decision provides a framework for evaluating stockholder disenfranchisement claims.  Directors should carefully consider how, and under what conditions, they will take actions that dilute stockholders’ voting or statutory rights.

Factual Background

In 2018, Marion Coster, a 50% stockholder of UIP Companies, Inc. (UIP), filed suit against UIP and

In January 2021, the U.S. Department of Treasury and the Internal Revenue Service  released final regulations (the Final Regulations) under Section 1061 of the Internal Revenue Code of 1986, as amended (the Code).  Code Section 1061 was enacted in 2017 to place limits on the ability of carried interest arrangements to be eligible for preferential