The Texas Court of Appeals recently held that shareholders exercising their appraisal rights under Section 10.354(a) of the Texas Business Organizations Code are not entitled to a jury trial, because appraisal is specially created and controlled by statute. Pursuant to section 10.361(e) of the Code, the court determines which owners have perfected their appraisal rights
JD Supra posted about the availability of freeze-out mergers as a legal avenue for majority owners of private companies in Texas. The author noted that the freeze-out merger is a legal avenue that is “used with some regularity in Texas and is rarely disallowed by the governance documents of most companies.” According to the post,
Texas recently forayed into appraisal by applying its statute to a corporation’s plan of merger. Subchapter H of Chapter 10 of the Texas Business Organizations Code provides that a voting shareholder of a for-profit corporation who dissents to a plan of merger is entitled to “obtain the fair value of [its] ownership interest through an