The Texas Supreme Court has recently limited the controversial single business-enterprise theory of joint liability. Previously, several courts of appeals recognized the single-enterprise doctrine as an equitable doctrine that treated two interrelated corporations as one under partnership-type princ...   MORE>>

Introduction

Significant new UK anti-bribery legislation, the Bribery Act, received Royal Assent in April 2010, and is likely to come into force later this year. The Act reforms UK criminal anti-bribery law and covers bribery both within and outside the UK. As well as containing general offences ...   MORE>>

“Not long ago, if you asked the average Fortune 100 director, the whole concept of corporate social responsibility would have been deemed the province of wooly-headed tree huggers with little connection to the core tenets of the uniquely American brand of capitalism that demands the primacy of enh...   MORE>>

The concept of marketability deals with the liquidity of the interest – that is, how quickly and certainly it can be converted to cash at the owner’s discretion.

How quickly and certainly an owner can convert an investment represents two very different variables. The “quickly” variable re...   MORE>>

Generally speaking, a company’s assets are financed by a combination of equity and debt. The weighted average cost of capital (“WACC”) represents the blended cost of each component of the capital structure, weighted according to its separate market value. But should the value of the enterprise...   MORE>>

Perhaps the biggest conundrum of the business valuation profession has been the estimation of discounts for lack of marketability (“DLOM”). Everyone agrees that such discounts are appropriate for valuing minority interests in privately held businesses, but there has been considerable disagreemen...   MORE>>

The valuation profession has written volumes about “levels of value” over the years. The thoughts of many business valuation writers have evolved into what can be termed the Traditional View that has driven much of valuation theory and practice as theorists and practitioners alike have tried to ...   MORE>>

In Texas, there are differing standards for enforcing arbitration, forum-selection, and contractual jury-waiver clauses. Texas courts liberally enforce arbitration clauses, notwithstanding the fact that a party waives its constitutional right to a jury trial and has a very limited right to appeal an...   MORE>>

In late January, the Securities and Exchange Commission proposed amendments to Rule 10b-18 under

the Securities Exchange Act of 1934, which provides issuers with a safe harbor from liability for

manipulation in connection with certain repurchases of their common stock. The proposed amendments,...   MORE>>

On December 16, 2009, the SEC issued significant new rules requiring enhanced disclosure of compensation and corporate governance matters by registered companies. The new requirements, which are generally effective for the 2010 proxy season, are summarized in our December 18, 2009 client memorandum ...   MORE>>