Prominent 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 Fourth Edition of his comprehensive treatise EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas.
Egan, a partner in the Dallas office of Jackson Walker, LLP, draws on over 50 years of experience advising clients, helping to 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 looking to understand and make critical decisions about business entities.
Comprehensive and insightful
The treatise 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.
Egan pays close attention to transactional activities, corporate governance matters, and the consequences of failures in corporate governance, as noted in the book’s preface:
“This work originated with my trying to better understand which form of entity would be better for a particular situation, and to advise clients accordingly. M&A is an important part of my law practice and the entity landscape, and has become an important focus of the work, particularly its fiduciary duty and other entity governance discussions. The book serves as a way to collect my experiences in dealing with the formation, governance, and termination of entities and in M&A transactions. It facilitates drawing on those experiences and the experiences of others, as shown in adjudicated cases and legal literature, in advising clients and others.”
The treatise has 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, not only because of their content, but also as a demonstration of thorough analysis and practical application,” writes Charles W. Matthews, vice president and general counsel (Ret.) of Exxon Mobil Corporation. “EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas is a comprehensive treatise on corporate, partnership and limited liability company law that belongs in the library of every academic institution, corporate legal department, and law firm.”
Combining scholarly analysis and practical guidance on business entity law, the treatise is useful 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 limited liability companies (LLCs).
- Analyses regarding alternatives and issues applicable to the choice and formation of corporations, partnerships, and LLCs.
- Coverage of alternative structures and provisions for entity governance.
- Expanded analyses of fiduciary and other duties of governing and controlling persons of corporations, partnerships, and LLCs, including discussions of recent statutory and case law developments.
- An examination of fundamental business transactions involving business entities, with a particular focus on M&A transactions, related process structure, and fiduciary duty issues, with guidance that can be transferred to much of your work in this area.
- Analysis of federal and state tax laws relevant to choosing the form of entity to use when organizing an entity.
The treatise appendices are a unique feature and rich source of specialized information:
- Appendices A through C provide in-depth analysis of the federal and Texas tax statutes and regulations applicable to entities doing business in Texas.
- Appendix C, a “Choice of Entity Decision Matrix,” provides a step-by-step process to determine the best entity to use for a given circumstance, taking into account current tax laws.
- Appendix D explores the effect of the Sarbanes-Oxley Act of 2002 on common law fiduciary duties.
- Appendix E provides detailed insight on designing, adopting, and defending shareholder rights plans.
“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,” says Myron T. Steele, Potter Anderson & Corroon LLP and former chief justice, Supreme Court of Delaware.
Critical updates to the Fourth Edition
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.
About the author
Byron 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 more than 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.
The Fourth Edition of EGAN ON ENTITIES is available as a hardbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets, and smartphones that use eReader software or applications. It’s also available on the LexisNexis® Digital Library.
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