Egan on Entities: Corporations, Partnerships and Limited Liability Companies in Texas

‚ÄčThe Fourth Edition of this treatise is both scholarly and practical, capturing recent legislative changes to offer in-depth analysis of Texas entities.
Publisher: CSC

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ISBN: 9781663333957
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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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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