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25 Bull. Sec. Corp. Banking & Bus. L. [i] (1987-1988)

handle is hein.journals/txjbus25 and id is 1 raw text is: SB ULLETIN *... OF THE SECTION ON CORPORATION, BANKING & BUSINESS LAW Vol. 25 September, 1987 No. 1 IN THIS ISSUE... 1987 Amendments to the Texas Business Corporation Act and Other Texas Corporation Laws by Byron E. Egan and Amanda M. French, both of Andrews, Kurth in Dallas discusses the intricacies of the recent amendments to the TBCA and other corporate statutes. Mr. Egan is the Chairman of the Corpo- ration Law Committee of this Section which did the initial drafting and sponsored these significant statutory changes. Among other items dis- cussed are the new limitation of director liability statute and changes to TBCA financial and indemnifi- cation provisions. This article will be of great impor- tance to those who practice in the corporate law area as it is as close to legislative history as one can come in Texas. A debt of gratitude is owed to all those in the Section and particularly on the Corporation Law Committee who worked with the Texas Legislature to modernize the corporation laws and to adopt a directors' liability provision. With these changes, Texas should be able to retain existing corporations and compete more effectively for new ones. An article comparing the Texas and Delaware limitation on directors' liability statutes and exploring the ramifications of the new Texas stat- ute will be published in an upcoming edition of the Bulletin. Page 1. Asset Securitization is Here to Stay: A Primer for Counsel to Bank- ing Institutions (Large and Small), Jointly authored by Joseph J. Norton of the SMU School of Law, Paul R. Spellman of Barbour, Goolsby and Spellman, Dallas, E. D. Hull, of MBank in Dallas and S. C. Whitley, Special Counsel to Haynes and Boone in Dallas, discusses the cur- rent trend for financial institutions to offer to the public securities backed by assets such as home mortgages and car loans, as a way of liquidating certain assets and allowing in- vestment in such assets while removing these assets and their at- tendant reserves from their balance sheets. This financing vehicle can also be used to improve capital ratios. The article describes the vari- ety of assets which may be used to create such offerings and concludes that the use of this tool will continue to proliferate. Page 25. Recent Developments in Corpo- rate and Securities Laws are out- lined in an article by Joseph Dan- nenmaier, Michael C. Titens and James E. Parsons of Thompson, Knight, Dallas. Page 41. A bibliography of recent Corpo- rate, Banking and Business Law Articles in Texas Legal Publications is provided by Judith A. Herring, Librarian, Shapiro, Edens & Cook, Austin. Page 50. Regulatory Updates are dis- cussed in an article by Vince Mouer, Shapiro, Edens & Cook, Austin. Page 45. A CLE Calendar of courses presented in Texas relating to corpo- ration, banking and business prac- tice is included at page 51. NOTES ... House Bill No. 1881 effective September 1, 1987, added a new Section 35.53 concerning choice of law provisions to the Texas Business and Commerce Code. This section purports to make voidable any appli- cable provision not in boldfaced print which subjects a contract to (i) the laws of another state, (ii) litiga- tion in the courts of another state, or (iii) arbitration in another state. Choice of law provisions are covered by this section if any element of the execution of the contract occurred in this state and a party to the contract is: (1) an individual resident of this state; or (2) an association or corporation created under the laws of this state or having its principal place of business in this state. Such a provision may encourage races to the courthouse and multiple lawsuits. If a contract provision is subject to this section and a cause of action is brought in the required fo- rum state, it seems unlikely that a court would apply Texas law or dis- miss the suit on the basis of this statute since the parties agreed Tex- as law and forums would not be utilized. However, if the cause of action is brought in Texas, a Texas court bound by the terms of Section 35.53 would void the provision at the request of the party against whom it is sought to be enforced (whether in a suit for declaratory judgment or otherwise) and apply Texas conflicts of law principles to determine appli- cable law. Lawyers giving opinions on the enforceability of contracts should be especially attuned to the ramifications of a failure to use bold- faced type for such provisions. Con- dolences to those whose word processing systems do not have boldfaced type. Notice is hereby given of the 1988 Legal Writing Contest of the Sec- tion. Student-authored manuscripts completed after January 1, 1987 that are of publishable quality will be judged in two categories: case notes and comments. A prize of $750 is offered for the best submission in each category. The winners will be considered for publication in the Bul- letin. The subject matter must relate to the areas of legal practice ad- dressed by the Section, which in- clude securities law, corporation law, partnership law, banking law, com- mercial law, bankruptcy and credit- ors' rights, and other areas of busi- ness law. Complete contest rules will be published in the February 1988 Bulletin and will be mailed di- rectly to Texas law schools at that time. Any questions regarding the contest should be addressed to the Editor of the Bulletin.

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