Tis the season to say, out with the old and in with the new.  But for minority shareholders with ownership in private Texas companies during 2016, not much changed.  Minority shareholders remained without access to a buyout remedy under Texas law, which resulted in minority owners pursuing traditional claims against majority owners, as well as seeking relief under more novel causes of action.

This is the second in a two part series on significant legal issues that affected private company business owners during 2016.  We consider in this post how the absence of a claim for minority shareholders that would permit them to secure a buyout remedy has resulted in a spike in claims filed against majority owners for breaching the fiduciary duties they owe to their companies, and also caused minority owners to consider other legal remedies to pursue against majority owners. The previous post in this series, which covered the adoption of the new federal Defend Trade Secrets Act, can be accessed here.
Continue Reading New World: Minority Shareholders Take the Shackles Off – Looking Back at Private Company Ownership Issues During 2016 (Part 2)

As 2016 begins, the anecdotal evidence indicates that derivative lawsuits filed by private company shareholders in Texas are increasing.  This rising tide of shareholder derivative litigation was easy to foresee after the Texas Supreme Court’s Ritchie v. Rupe decision in June 2014 rejecting court-ordered buyouts for shareholder oppression and leaving only receivership as a remedy for oppressive conduct by majority owners.  Minority owners, however, are still permitted to pursue shareholder derivative lawsuits filed in the name of the company to recover for injuries sustained by the business.
Continue Reading The New Normal: Shareholder Derivative Lawsuits in Texas—Key Issues in Filing and Prosecuting Derivative Claims