Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
On June 20, 2014, the Texas Supreme Court delivered its written opinion in Ritchie v. Rupe, No. 11-0447, holding (1) Texas does not recognize a common-law cause of action for minority “shareholder oppression” and (2) the appointment of a rehabilitative receiver is the only remedy for oppressive actions by corporate management.
Ann Caldwell Rupe, a minority shareholder in a closely-held corporation, brought suit against the controlling shareholders, asserting claims for breach of fiduciary duty and oppressive conduct, and seeking the appointment of a receiver to liquidate the corporation. At trial, the jury found in Ms. Rupe’s favor on essentially all of her claims, and found the fair value of Ms. Rupe’s stock to be $7.3 million. The trial court found that the alleged oppressive conduct was likely to continue and that the most equitable remedy was to require the corporation to redeem Ms. Rupe’s shares. The court of appeals affirmed the finding of oppressive conduct, but concluded the trial court had erred by instructing the jury not to discount the value of Ms. Rupe’s shares for the lack of marketability and control.
The Supreme Court reversed and remanded. The Supreme Court’s opinion holds that Tex. Bus. Orgs. Code 11.404 creates a single cause of action with a single remedy: an action for appointment of a rehabilitative receiver. In so holding, the Court curtails a minority shareholder’s ability to use the threat of a court-ordered buyout to extract unwarranted value from majority shareholders. Without a common-law cause of action, shareholders are limited to the confines of Tex. Bus. Orgs. Code 11.404(a)(1). While the statute allows appointment of a receiver in response to “oppressive” conduct, the Court also held “oppressive” in this context means instances in which the majority abuses their authority with the intent to harm the interests of one or more shareholders in a manner that does not comport with the honest exercise of their business judgment. This is a far more restrictive definition than applied by previous court of appeals decisions.
For additional information, please contact Gardere Trial Partner Todd A. Murray (firstname.lastname@example.org or 214.999.4862).
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