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Lexis Nexis Egan on Entities: Corporations, Partnerships and Limited Liability Companies in Texas
The Fourth Edition of this treatise is both scholarly and practical, capturing recent legislative changes to offer in-depth analysis of Texas entities.
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Egan on Entities: Corporations, Partnerships and Limited Liability Companies in Texas is a comprehensive treatise on corporate, partnership and limited liability company law. The book provides hands-on guidance for dealing with the formation, governance, sale, and termination of entities. Egan also incorporates in-depth analysis of adjudicated cases and legal literature to further explain considerations when deciding which entity form is best for a particular situation.
Combining both scholarly analysis and practical guidance on business entity law, the treatise will be invaluable for business leaders, in-house legal departments, and academic institutions alike. The treatise provides:
- Breadth and depth of coverage of business entity law for Texans working with business entities formed in Texas and in Delaware, including corporations, partnerships (general, limited and limited liability) and LLCs
- Analyses regarding alternatives and issues applicable to the choice and formation of corporations, partnerships and LLCs
- Thorough treatment of business entity law for Texans working with business entities formed in Texas and in Delaware
- Examination of fundamental business transactions involving business entities, with a particular focus on M&A transactions and related process structure and fiduciary duty issues, with guidance that can be transferred to much of your work in this area
- Coverage of problems at many levels, including failure of corporate governance
- An examination of a variety of complex transactions, with guidance that can be transferred to much of your work in this area
The Fourth Edition represents a comprehensive updating and expansion of prior editions. The legislatures of Texas and Delaware amended their business entity statutes subsequent to the Third Edition, which led to sections in the Fourth Edition summarizing the statutory changes, several of which were subtle but yet significant. Numerous affected sections of the book were revised and expanded to discuss the amended statutes.
The Fourth Edition also discusses many significant recent judicial decisions affecting business entities by courts in both Texas and Delaware. The tax appendices were updated to reflect recent amendments to the Internal Revenue Code of 1986, as amended, and the regulations of the Internal Revenue Service thereunder, which in turn necessitated changes in the matrix of considerations in choosing the form of entity to use for a business.
"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 Potter Anderson & Corroon LLP and Former Chief Justice, Supreme Court of Delaware.
The Third Edition ISBN was 9781522194101.
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Featured Authors
Byron F. Egan
Byron F. Egan
Byron F. Egan is a partner of Jackson Walker L.L.P. in Dallas. He is engaged in a corporate, partnership, securities, mergers and acquisitions (“M&A”) and financing practice. Mr. Egan has extensive experience in business entity formation and governance matters, M&A and financing transactions in a wide variety of industries including energy, financial and technology.
In addition to handling transactions, he advises boards of directors and their audit, compensation and special committees with respect to fiduciary duty and other corporate governance issues, the Sarbanes-Oxley Act, special investigation and other issues.
Mr. Egan is Senior Vice Chair and Chair of Executive Council of the ABA M&A Committee and served as Co-Chair of its Asset Acquisition Agreement Task Force, which wrote the Model Asset Purchase Agreement with Commentary. He has been Chair of the Texas Business Law Foundation, the Business Law Section of the State Bar of Texas and that section’s Corporation Law Committee. On behalf of these groups, he has been instrumental in the drafting and enactment of many Texas business entity and other statutes. He is also a member of the American Law Institute.
Mr. Egan writes and speaks about the areas in which his law practice is focused. He is the author of the treatise EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas, which addresses the formation, governance and sale of business entities, including an analysis of the fiduciary duties of their governing persons in a variety of situations.
Mr. Egan received his B.A. and J.D. degrees from the University of Texas. After law school, he served as a law clerk for Judge Irving L. Goldberg on the United States Court of Appeals for the Fifth Circuit.
For over twenty-five years, Mr. Egan has been listed in The Best Lawyers in America under Corporate, M&A or Securities Law. He is the 2015 recipient of the Texas Bar Foundation’s Dan Rugeley Price Memorial Award, which is presented annually to a lawyer who has an unreserved commitment to clients and to the legal profession.
Table of contents
Chapter 1: Introduction
Chapter 2: Corporations
Chapter 3: General Partnership
Chapter 4: Limited Partnership
Chapter 5: Limited Liability Company
Chapter 6: Limited Liability Partnership
Chapter 7: Extraterritorial Recognition of LLC and LLP Limited Liability
APPENDIX A: Federal Taxation of Entities
APPENDIX B: Texas Margin Tax
APPENDIX C: Choice of Entity Decision Matrix
APPENDIX D: Effect of Sarbanes-Oxley Act of 2002 on Common Law Fiduciary Duties
APPENDIX E: Shareholder Rights Plans
TABLE OF CASES
