Free Speech, Due Process and Trial by Jury
Texas has made bold moves in its efforts to attract corporations by implementing one of the most sweeping sets of reforms to its corporate law. The Texas Business Organizations Code positions the Lone Star State as an increasingly attractive option for the state of incorporation. This article highlights the key points that corporate lawyers need to know about recent changes to the TBOC.
Tariffs and trade obligations are quickly becoming a key area for government investigations and enforcement actions. In recent weeks, the U.S. Department of Justice has announced settlements totaling over $24 million for alleged customs fraud, including one in the Northern District of Texas. The DOJ’s heightened focus on tariff evasion and trade cases suggests that enforcement actions will reach broadly into the supply chain. Companies and executives should take heed of the various penalties.
I have enjoyed the privilege of being a chaired professor at Southern Methodist University for over 35 years. That’s a good run, which I hope to keep going for a long while. In teaching my corporate and securities law courses during that time, a key principle arises with frequency — namely, that corporate directors and officers are fiduciaries. These fiduciaries are charged with acting in their respective corporation’s best interests with due care and loyalty. If they fail to do so — according to the rhetoric — they will be held accountable and subject to liability exposure. But is this merely rhetoric without substantive content? Is the term fiduciary a misnomer? In my new book, I answer these questions with a resounding “yes.”
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