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New Texas M&A broker exemption

USA - March 26 2015 Effective February 16, 2015, the Texas State Securities Board (the "Securities Board") adopted a new rule, Section 139.27 of Title 7 of the Texas…

Using “drag-along” rights to facilitate certain terms of a future company sale

USA - January 26 2015 In the acquisition of a private company by merger, a purchaser will often desire to obtain a release, an indemnification obligation, and a consent to…

Enabling the representative LLC manager to “represent,” part 4

USA - January 15 2015 To continue the previous post, here are additional possible provisions of an LLC Agreement that would facilitate the representative-manager…

Enabling the representative LLC manager to ‘represent’

USA - January 14 2015 It is typical for an investor that becomes a member of a manager-managed limited liability company (the "LLC") to desire and bargain for a right to…

Enabling the representative LLC manager to “represent,” part 3

USA - January 14 2015 Provisions in an LLC Agreement, of course, will normally be the result of negotiations between or among the LLC's members. A designating member…