Prominent Texas attorney Byron Egan incorporates insightful analysis of changes to the Texas Business Organizations Code enacted during the 2017 legislative session in the Second Edition of his comprehensive treatise on Texas law: EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas.

Egan, a partner in the Dallas offices of Jackson Walker, draws on 40 years of experience advising clients, helping to draft Texas entity statutes, and teaching legal education courses to create this comprehensive treatise. The book is a valuable resource for attorneys, board directors and students looking to understand and make critical decisions about business entities.

Comprehensive and Insightful

The treatise provides hands-on guidance for dealing with the formation, governance, sale, and termination of entities. Egan also incorporates in-depth analysis of adjudicated cases and legal literature to further explain which entity form is best for a particular situation.

Egan pays close attention to transactional activities, corporate governance matters, and the consequences of failures in corporate governance, as noted in the book’s Preface:

This work originated with my trying to better understand which form of entity would be better for a particular situation, and to advise clients accordingly. M&A is an important part of my law practice and the entity landscape, and has become an important focus of the work, particularly its fiduciary duty and other entity governance discussions. The book serves as a way to collect my experiences in dealing with the formation, governance and termination of entities and in M&A transactions. It facilitates drawing on those experiences, and the experiences of others as shown in adjudicated cases and legal literature, in advising clients and others.

The treatise has garnered praise for its scope and detailed treatment of the subject matter. “The table of contents to the second edition of EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas provides a perspective on the breadth and depth of this treatise,” writes William C. Powers, Jr., a colleague of Egan’s at Jackson Walker and the Joseph D. Jamail Centennial Chair in Law at the University of Texas at Austin in the Foreword to the treatise. “As a law professor, practicing attorney, and corporate director, I appreciate its combination of scholarly analysis and practical guidance on business entity law for Texans working with business entities formed in Texas and Delaware.”

Critical Updates in Second Edition

 More than 75 sections of Texas business entity law were enacted or amended during the 2017 legislative session, including a new subchapter on Public Benefit Corporations. Author Egan has made substantial updates to the second edition to incorporate comment and analysis on the changes.

In addition, Egan has added many new citations and analysis of recent case law to ensure readers are working with the most-up-to-date information available. A Table of Cases provides a list of cases cited in the work.

The treatise appendices are a unique feature and rich source of specialized information. Appendices A – C provide in-depth analysis of the Tax Cuts and Jobs Act of 2017. “As a result of the Tax Act, greater analysis will be necessary with respect to the choice of entity, as specific situations and expectations of income will impact such decisions greatly,” Egan notes. Appendix C, a “Choice of Entity Decision Matrix,” provides readers with a step-by-step process to determine the ideal entity to use for a given situation, taking into consideration the new tax laws.

Appendix D explores the effect of the Sarbanes-Oxley Act of 2002 on common law fiduciary duties, and Appendix E provides detailed insight on designing and adopting Shareholder Rights Plans.

EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas incorporates a profound understanding of the corporation, partnership and limited liability company laws governing entities doing business in Texas. The work admirably elucidates the intersection of the entity laws of Delaware and Texas, and should be a resource to all who advise businesses in Texas.” ― Myron T. Steele, Potter Anderson & Corroon LLP and Former Chief Justice, Supreme Court of Delaware.

About the Author

Byron Egan’s practice comprises corporate, partnership, securities, mergers and acquisitions, and financing, and he is a frequent author and lecturer regarding M&A, governance of corporations, partnerships and limited liability companies, securities laws, and financing techniques. He has been listed in “The Best Lawyers in America under Corporate, M&A or Securities Law” for over 20 years. In addition to the many other awards he has received, Egan has won the Burton Award for distinguished legal writing four times and his paper entitled Director Duties: Process and Proof received the Franklin Jones Outstanding CLE Article Award.

The Second Edition of EGAN ON ENTITIES is available as a hardbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.


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