Keywords
Controlling Equity Owner, Executive Compensation, Minority Shareholder, Judicial Politics
Abstract
The Supreme Court of Texas has revealed a political commitment to protecting controlling equity owners—e.g., shareholders, LLC members, limited partners—from liability related to their equity ownership. The Court does not say this, of course. The commitment the Court intends to reveal is a legal one. The political commitment must be teased out of what the Court does. The purpose of this article is to tease. Its method is to examine how the Supreme Court of Texas, in cases involving controlling or significant equity owners, extends the reasoning of its opinions out beyond law, and sometimes in conflict with it. When the Court moves beyond law, the most likely explanation for the Courtʼs moves is political commitment. This Article has particular significance now, as Texas makes a play for businesses to invest in—and re-locate to—the state. The Article helps define what it means to say, as Texans in statewide office have long said, that Texas is “open for business.”
Recommended Citation
31 Fordham J. Corp. Fin. L. 101 (2025).
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