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The Texas Supreme Court recently grappled in Aerotek, Inc. v. Boyd with the manner in which Texas court must evaluate proof of electronic signatures in the context of an arbitrability dispute. In doing so, the Court established firm ground rules for other enforcement battles likely to arise in the world of e-commerce and electronically-signed contracts. What happened? Before the case arrived at the Texas Supreme Court, four temporary contractors employed by Aerotek sued for wrongful termination. Based on an agreement to arbitrate any dispute that was alleged to have been electronically signed by the temporary contractors in their on-boarding paperwork,…
The Texas Legislature passed House Bill 1578 on May 31, 2021. Governor Abbott signed it into law on June 15, 2021. Effective September 1, 2021, Texas Civil Practice and Remedies Code Chapter 38.001(b) will allow successful plaintiffs in breach of contract actions to recover attorneys’ fees against an “individual or organization.” Prior to the passage of House Bill 1578, successful breach of contract plaintiffs could not collect attorneys’ fees from defendants organized as limited liability companies under Chapter 38, but could collect attorneys’ fees from defendant-corporations. Rather, successful breach of contract plaintiffs could only recover attorneys’ fees from business entities…
On July 9, 2021, President Biden issued an executive order to address, among other things, the preservation of a fair, open, and competitive marketplace in the American economy. Specifically, the order notes that: “[B]road and sustained prosperity depends on an open and competitive economy, which creates more high-quality jobs and the economic freedom to switch jobs or negotiate a higher wage. Industries have consolidated, competition has weakened in too many markets, denying Americans the benefits of an open economy and widening racial, income, and wealth inequality.” The order highlights that it is growing more difficult for workers to bargain for…
The Texas Legislature is set to pass new legislation that could potentially put a stop to pending and future lawsuits asserting damages related to COVID-19 exposure.  If done, it would accomplish what the U.S. Congress was unable to do earlier this year. Senate Bill 6 was passed on April 8 by the Texas Senate.  The legislation now needs to pass the Texas House – House Bill 3659.  The protections afforded by this legislation would greatly assist businesses in their re-opening plans.  To assist in the effort to move the legislation through the process, Gov. Abbott designated it as an “emergency…
When it comes to buying a business, what you don’t know may hurt you, but what you do know could hurt you as well. What’s going on? Choice of law is going on, specifically, the choice of law provision in a definitive purchase agreement pursuant to which a seller is selling its business for millions of dollars or a buyer is acquiring a business for millions of dollars. The only difference is: if Delaware law governs the purchase agreement, then the buyer will likely be entitled to recover from the seller for a breach of the seller’s representations and warranties…
Most people probably know that a deposition is an important fact-finding tool used in litigation to uncover information, but very few non-litigators know what to expect unless they have experienced a deposition first-hand. Almost every business dispute that leads to a lawsuit will eventually involve depositions of the parties involved in the lawsuit, as well as possible fact witnesses. Even after the COVID-19 pandemic began in 2020, depositions continued, with most (if not all) conducted remotely by teleconference or video conference, which is a trend that will likely continue. Here are three tips to prepare if you ever find yourself…
The American Rescue Plan Act passed into law on March 11, 2021, established the $28.6 billion Restaurant Revitalization Fund (the “Fund”), which is to provide federal grants to certain eligible entities.  The Small Business Administration, which is administering the Fund, has created a program guide HERE, which details eligibility requirements, how to calculate the funding amount to which one is entitled, use of the funds, and how to apply.  A few of these items are summarized below. Which entities are eligible? Generally, an entity is eligible to receive funds if it is not permanently closed and it is a…
It seems like everyone is moving to Texas these days. Where is everyone coming from? California! The reasons are obvious, California has the highest state income tax in the country at 13.3%,[1] while Texas, on the other hand, has no state income tax.[2] Couple that with one of the lowest costs of living in the country and it is no wonder Californians are flocking to Texas at alarming rates. Further, today’s “work from home” environment is allowing more people to keep their jobs and work from anywhere, adding fuel to the flight. The reasons listed above may seem…
The Commissioners of the Securities and Exchange Commission (“SEC”) have voted to overhaul significant portions of the regulatory framework for registered and exempt offerings under the Securities Act Rules. The Final Rule issued on November 2, 2020, “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” (the “November Rule”), has four stated goals: Modernizing and simplifying the Securities Act integration framework for registered and exempt offerings; Setting clear and consistent rules for communications between issuers and investors; Increasing offering and investment limits for certain exemptions; and Harmonizing certain disclosure requirements and “bad actor” provisions.…