Here is a list of our most-viewed Business Law-related articles in the past year. Topics include: key employee retention plans, officer and director liability, the Texas Stock Exchange, ownership transfer restriction, default and executory contracts, debts and partner or agent fraud, trade secret viability, and more.
Some of the articles, written by Bill Siegel, pertain to business matters in situations of bankruptcy. But, these articles include information that may be helpful for organization leaders as they plan for growth, succession, or manage finances, operations, and records.
If your team has a Business Law- or Corporate Law-related question, please contact a member of our team. See our Corporate and Business Law page for more information.
Top 9 Business Law-related Articles:
1. Bankruptcy Usage of Key Employee Retention Plans & Key Employee Incentive Plans
Creditors in mega-bankruptcies and people in general often dislike what they consider “ridiculous” bonuses companies give their “key” employees and executives — styled as “retention bonuses.” There is no doubt that financially-troubled debtors need to retain key employees and some of those will fit within severance plans and others within incentive plans.
2. The Insured vs. Insured Exclusion re: Officer & Director Liability
Generally speaking, an “Insured vs. Insured Exclusion” (often part of a Directors and Officers (D&O) liability policy) excludes coverage for claims brought against directors and officers by other directors and officers of the same company. This exclusion is often referred to as an intra-insured exclusion.
3. Texas Stock Exchange Set to Transform the Legal & Financial Landscape of Texas
In the past, Texas has been a financial capital, boasting the second largest economy in the United States after California, and the eighth biggest in the entire world, with a $2.6 trillion GDP as of 2024. Companies left and right are moving to the Lone Star State because of its business-friendly regulatory laws and low taxes. Soon, the launch of the Texas Stock Exchange LLC (TXSE) will take the state even further.
4. Ownership Transfer Restrictions in Corporations, Limited Liability Companies or Partnerships
This article deals with three principal types of entities, including those that are closely held, that can be formed in Texas under the Texas Business Organizations Code (“TBOC”): partnerships, corporations, and limited liability companies (“LLC”). Transferability of interests in closely held entities is a topic that should not only be discussed prior to formation of the entity, but should also be addressed by separate agreements.
5. Creditors’ Rights Against Officers & Directors
Directors of corporations or managers of limited liability companies (“LLC”) owe a fiduciary duty to the corporation or LLC (the “Company”). The right and priority to enforce this duty depends on the Company’s solvency.
6. A Five-Minute Task to Avoid Judgments Against You
If your business gets sued, and if you do not file a timely answer, the plaintiff can take a default judgment against you. The court clerk must send you notice that a final judgment has been rendered, but does not have to include a copy of the default judgment. That notice is mailed to the address that the plaintiff submitted as your last known address. That is where a problem can arise.
7. Bankruptcy Court’s Treatment of Defaults in Executory Contracts
There are several definitions of an executory contract. Generally, it refers to something (often a contract) that has yet to be fully performed or was completed but considered imperfect or where full execution is unassured. A lease related to a bankruptcy can be a type of executory contract.
8. Debts for a Partner’s or Agent’s Fraud are Still Nondischargeable, Regardless of Culpability of the Innocent Debtor
In a unanimous decision, the U.S. Supreme Court in Bartenwerfer v. Buckley, 598 U.S. 69 (2023), found that an innocent partner having no knowledge of the fraud committed by his partner can still be found to have committed fraud based on one partner being the agent of the other.
9. Fifth Circuit Reiterates: Prove the Existence of a Trade Secret
A recent Fifth Circuit Court of Appeals decision reiterates the need to prove the existence of a trade secret first. See DeWolff, Boberg & Assoc. Inc. v. Pethick, No. 24-10375 (5th Cir. Apr. 3,2025).
