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Shareholders: work with experienced legal counsel to exercise rights around mergers, P.2

Previously, we began discussing shareholders’ rights of dissent and appraisal in connection with merger transactions. As we noted last time, shareholders with voting rights don’t always have dissent and appraisal rights in every case, and in cases where they otherwise do, they can forfeit them if they fail to properly exercise them.

When the rights of dissent and appraisal do apply, specific procedures must be followed to properly exercise these rights. When these procedures are followed, the rights of dissent and appraisal are “perfected.” Working with an experienced attorney helps ensure a shareholder has guidance in perfecting his or her rights, and that their rights are protected in any disputes around this issue.

Shareholders: work with experienced legal counsel to exercise rights around mergers

In our last post, we wrote about a lawsuit a Whole Foods shareholder is filing against the company in an effort to block the proposed merger of Whole Foods and Amazon. As we noted, shareholders will be voting later this month on whether to approve the transaction. It will be interesting to see what becomes of the vote.

Under Texas law, shareholder approval of merger transactions is required in some circumstances, though not in others. Whether or not shareholder approval is necessary for a merger to move forward depends not only on state statute, but also on the requirements of a corporation’s certificate of incorporation. The latter must, of course, be in line with the requirements of state law, but they can include additional protections and requirements. 

Shareholder files suit to block Amazon-Whole Foods merger

As a leader in online retail, Amazon.com is one of the largest corporations in the world, and CEO Jeff Bezos has become one of the wealthiest men in the world because of Amazon’s successful business model. Amazon’s success depends, of course, on its ability to work with vendors who provide high quality products.

Readers may have heard that Amazon recently announced plans to acquire Austin-based Whole Foods Market. The deal would allow Amazon to further expand its ability to offer the types of products for which Whole Foods is known, but the proposal is facing significant opposition. 

Are Empty Bank Branches A Goldmine For Developers?

Today, more and more people are doing their banking online or at ATMs. What does this mean for the nation's approximately 90,000 bank branches?

According to an article from National Real Estate Investor, it might mean a 20 percent reduction in the number of branches over the course of the next five years. Wells Fargo alone is set to drop 450 branches in just the next two years.

Venue selection a potentially important issue in patent cases

Last time, we began looking at a couple court cases this year which touch upon the issue of venue selection in patent infringement disputes. As we noted, a case recently decided in the U.S. District Court for the Eastern District of Texas had a limiting effect on a U.S. Supreme Court decision earlier this year which limited venue options for bringing patent infringement suits.

Venue selection is an important matter in business and commercial litigation in general, and it is important for patent infringement cases in particular. When a business is preparing for patent infringement litigation, venue selection can potentially help or hurt the business’ case. There are a number of factors to take into consideration in this regard. 

Venue selection a potentially important issue in patent cases, P.2

We began looking in our last post at some of the factors businesses should take into consideration when selecting a venue for patent infringement claims. As we noted, in some cases, it will be possible to select from multiple venues, and careful thought should be given to venue selection to ensure a plaintiff is best situated for a favorable outcome in the case.

In addition to business reputation and differences in local patent rules, another factor that can impact the outcome of patent infringement litigation is the frequency with which patent cases are tried in a venue and the general approach the district takes to patent issues. A district where patent disputes are frequently heard is likely to have a better handle on the issue at play in such cases, though previous decisions should be studied to determine whether the court’s previous rulings would be helpful or harmful. 

How capital gains taxes can be limited when selling your business

The process of selling a business is rife with complexities. Some of these complexities are legal in nature, such as how best to structure the sale.

How the sale of your business isn’t only a legal matter. There are also a number of possible tax consequences from the sale of the business that sellers need to be aware of.

Recent cases highlight issue of venue selection in patent infringement disputes

We’ve previously discussed on this blog the potentially important role licensing can play in protecting a business’ patent rights. Whether or not a company has a strong approach to patent licensing, though, protection of patent rights is critical for the success of a business. This means protecting patent rights in court when a third party is infringing them.

Under federal law, a business may be sued in the district where it resides or in a district where it infringed patent rights and has a regular, established place of business. Earlier this year, though, the U.S. Supreme Court restricting that avenue of venue qualification when it ruled that a business “resides” where it is incorporated rather than where it makes a sale. 

Addressing competitive concerns raised by the FTC: work with experienced attorney

Previously, we briefly mentioned the place of the federal merger review process in business merger planning. As we noted last time, the primary concern with any large merger is the potential negative effects the proposal could have on competition. In some cases, federal authorities will require that the proposal is adjusted to address any concerns with competition.

Two recent examples of merger proposals with competitive concerns are the proposed merger between competing daily fantasy sports sites FanDuel and DraftKings, as well as the proposed merger of the Dallas-based Waste Control Specialists and its main competitor, EnergySolutions. 

Business mergers: work with experienced legal counsel to navigate financial, legal issues

Business mergers can be complex transactions and require careful planning to execute successfully. Planning for a merger must encompass every aspect of the companies’ operations, and there must effective communication, as well as a commitment unifying the business’ cultures and flexibility in adjusting to any changes that occur.

Planning for a merger encompasses not only financial and operational matters, but also legal considerations. One of the issues that can come up in some merger proposals is competitive concerns. Federal regulators in some cases will find cause for concern with proposed mergers due to the effect on the market and the impact on consumers. 

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