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26 Bull. Bus. L. Sec. [i] (1988-1989)

handle is hein.journals/txjbus26 and id is 1 raw text is: 








BULLETIN



             OF THE  BUSINESS   LAW  SECTION


/ol. 26                                       September  1988                                        No. 1


IN THIS ISSUE...
    An Overview  of the Texas Uni-
form  Fraudulent Transfer Act, by
Karl W.  Vancil of  Logan,  Lewis,
Symes  & Keeling in San Angelo ana-
lyzes the Uniform Act as adopted by
Texas in 1987. The article compares
the Texas Act to prior Texas law and
the Uniform Act and outlines areas
earmarked  for revision in the 1989
Texas  Legislature. This article dis-
cusses  existing case law which is
effectively overruled by the new stat-
ute and elements of the new statute
which will continue to be interpreted
in light of cases decided before its
adoption. Page 1.
    Recent  Amendments   to Texas
Corporate   Statutes  Concerning
Limited  Liability, Indemnification
and Insurance: A Comparison  with
Delaware,  by Ralph  S. Janvey  of
Kasmir & Krage  in Dallas compares
Texas' limited liability and indemnifi-
cation provisions as  amended   in
1987 with Delaware's corresponding
provisions. Changes currently pro-
posed  for the Texas Business Cor-
poration Act and the other statutes
governing  corporations in  Texas
should keep Texas at the forefront in
progressive corporation  laws de-
signed  to  accommodate Texas-
based  companies.  Once  adopted,
the Bulletin will outline the changes


made  in the 1989 legislature. One
change  being considered for 1989
would revise the limitation of director
liability provisions so that it is clear
that articles of incorporation when
originally filed may include the limita-
tion. Page 13.
    Recent  Developments  in Cor-
porate and Securities Laws, by Jo-
seph   Dannenmaier,   James   Earl
Parsons  and Michael  C. Titens of
Thompson   & Knight in Dallas dis-
cusses  selected  recent develop-
ments  in poison pills, the duty to
disclose preliminary merger negotia-
tions, insider liability for misleading
proxy statements, the new  Insider
Trading and  Securities Fraud En-
forcement Act and various other top-
ics of  interest to corporate and
securities law practitioners. This
edition's installment of this regular
series is particularly timely given the
number  and  importance  of recent
developments.  Page 20.
    Corporate, Banking  and Busi-
ness Articles in Texas Legal Publi-
cations  by   Judith  A.  Herring,
Librarian at Shapiro, Edens & Cook
in Austin, is a bibliography of recent
articles of interest to members of the
Section. This regularly included arti-
cle is designed to promote the use of


excellent resources   available in
Texas publications. Page 31.
    A CLE  Calendar of Texas semi-
nars and courses relating to corpo-
ration, banking and business law is
included at page 33.
NOTES  ...
    Notice is hereby given of the
1989  Paul Carrington Legal Writing
Contest of the  Section.  Student-
authored manuscripts completed af-
ter January 1, 1988 that are of pub-
lishable quality will be judged in two
categories: case notes  and  com-
ments. A prize of $750 is offered for
the best submission  in each cate-
gory. The winners will be considered
for publication in the Bulletin. The
subject matter must relate to the ar-
eas of legal practice addressed by
the Section, which include securities
law, corporation  law, partnership
law, banking law, commercial  law,
bankruptcy and creditors' rights, and
other areas of business law. Com-
plete contest rules have been sub-
mitted to all Texas law schools. Any
questions  regarding  the  contest
should be addressed to the Editor of
the Bulletin.
    This issue was submitted to the
printer in March of 1989.

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