Shareholder Derivative Action
Texas derivative actions under the BOC require a shareholder to make a demand on the board before filing suit, unless demand would be futile. The standing requirements, demand futility analysis, and special litigation committee procedures are all potential battlegrounds.
Piercing the Corporate Veil
Veil-piercing claims in Texas require proof of actual fraud or that the entity was used as a tool to perpetrate a fraud. The Texas BOC sets a high bar — but it is a bar that inadequate record-keeping and commingled funds can clear.
LLC Member Dispute
LLC disputes in Texas are governed by the Texas Business Organizations Code and the operating agreement. When members disagree on distributions, management, or direction, the operating agreement is the first document to examine — and its silence is often the problem.
Business Deadlock & Forced Dissolution
Texas Business Organizations Code Section 11.314 permits judicial dissolution of an LLC when members are deadlocked and cannot break the tie. Courts also have authority to order a buyout as an alternative to winding up.
Board of Directors Dispute
Shareholder and board disputes in Texas corporations involve voting procedures, notice requirements, quorum rules, and fiduciary duties. Procedural defects in removal votes are a recognized basis for injunctive relief.
Operating Agreement Dispute
Operating agreement disputes in Texas involve contract interpretation, parol evidence, implied terms, and member rights under the Texas Business Organizations Code. The outcome often turns on what the agreement says — and what it does not say.
General Partnership Dispute
Texas general partnership disputes are governed by the Texas Business Organizations Code Chapter 152. Without a written partnership agreement, default rules apply — and they are often not what the partners expected.
Shareholder Dispute — Corporation
Corporate shareholder disputes involve voting rights, board authority, fiduciary duties, and buy-sell provisions. Texas courts look first to the certificate of formation and bylaws before applying statutory default rules.