Acquisition Structure Decision Tree - Choice and Acquisition of Entities in Texas Course - 2012

Sep 16, 2026

Uploaded by Mimi

Acquisition Structure Decision Tree by Byron F. Egan provides a legal training framework for choosing and acquiring business entities in Texas. The course outlines alternative structures for transfers, including mergers and consolidations, purchases of shares, and asset purchases, then guides decision-making on when an asset purchase is appropriate. It emphasizes key considerations such as purchased assets and contractual rights, and situates the content within broader M&A and financing practice and governance issues.

LanguageEnglish

CategoryPresentations

FormatPDF

Pages440

Reading Time2 h 34 min

AccessFree to download

TABLE OF CONTENTS

INTRODUCTION

ALTERNATIVE STRUCTURES FOR TRANSFERS OF BUSINESSES

WHETHER TO DO AN ASSET PURCHASE

Purchased Assets

Contractual Rights

ACQUISITION STRUCTURE DECISION TREE By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, TX 75202-3797 [began@jw.com](began@jw.com) Choice and Acquisition of Entities in Texas Course San Antonio, TX (live)– May 25, 2012 Dallas, TX (video)– June 29, 2012 Houston, TX (video)– July 13, 2012 Sponsored By: TexasBarCLE and the Business Law Section of the State Bar of Texas Copyright © 2012 by Byron F. Egan. All rights reserved. Byron F. Egan Biographical Information Jackson Walker L.L.P. Phone: (214) 953-5727 901 Main Street, Suite 6000 Email: [began@jw.com](began@jw.com) Dallas, Texas 75202 [www.jw.com](www.jw.com) [Practice](Practice: Byron F. Egan is a partner of Jackson Walker L.L.P)[: Byron F. Egan is a partner of](Practice: Byron F. Egan is a partner of Jackson Walker L.L.P)[ Jackson Walker L.L.P](Practice: Byron F. Egan is a partner of Jackson Walker L.L.P). in Dallas. He is engaged in a corporate, partnership, securities, mergers and acquisitions (“M&A”) and financing practice. Mr. Egan has extensive experience in business entity formation and governance matters, M&A and financing transactions in a wide variety of industries including energy, financial and technology. In addition to handling transactions, he advises boards of directors and their audit, compensation and special committees with respect to fiduciary duty, Sarbanes-Oxley Act, special investigation and other issues. Involvement: Mr. Egan is Senior Vice Chair and Chair of Executive Council of the M&A Committee of the American Bar Association and served as Co-Chair of its Asset Acquisition Agreement Task Force, which wrote the Model Asset Purchase Agreement with Commentary (2001) . He is Chair Elect of the Texas Business Law Foundation; is a former Chair of the Business Law Section of the State Bar of Texas and former Chair of that section’s Corporation Law Committee; and on behalf of these groups, has been instrumental in the drafting and enactment of many Texas business entity and other statutes. He is also a member of the American Law Institute. Publications: Mr. Egan writes and speaks about the areas in which his law practice is focused, and is a frequent author and lecturer regarding M&A, corporations, partnerships, limited liability companies, securities laws, and financing techniques. Mr. Egan has written or co-authored the following law journal articles: Corporate Governance: Fiduciary Duties of Corporate Directors and Officers in Texas, 43 Texas Journal of Business Law 45 (Spring 2009); Responsibilities of Officers and Directors under Texas and Delaware Law, XXVI Corporate Counsel Review 1 (May 2007);Entity Choice and Formation: Joint Venture Formation, 44 Texas Journal of Business Law 129 (2012); Choice of Entity Decision Tree After Margin Tax and Texas Business Organizations Code, 42 Texas Journal of Business Law 171 (Spring 2007); Choice of Entity Alternatives, 39 Texas Journal of Business Law 379 (Winter 2004); Choice of State of Incorporation– Texas Versus Delaware: Is it Now Time to Rethink Traditional Notions, 54 SMU Law Review 249 (Winter 2001); M & A: Private Company Acquisitions: A Mock Negotiation, 116 Penn St. L. Rev. 743 (2012); Asset Acquisitions: Assuming and Avoiding Liabilities, 116 Penn St. L. Rev. 913 (2012); Asset Acquisitions: A Colloquy, X U. Miami Business Law Review 145 (Winter/Spring 2002); Securities Law: Major Themes of the Sarbanes-Oxley Act, 42 Texas Journal of Business Law 339 (Winter 2008); Communicating with Auditors After the Sarbanes-Oxley Act, 41 Texas Journal of Business Law 131 (Fall 2005); The Sarbanes-Oxley Act and Its Expanding Reach, 40 Texas Journal of Business Law 305 (Winter 2005); Congress Takes Action: The Sarbanes-Oxley Act, XXII Corporate Counsel Review 1 (May 2003); and Legislation: The Role of the Business Law Section and the Texas Business Law Foundation in the Development of Texas Business Law, 41 Texas Journal of Business Law 41 (Spring 2005) .

FAQs

What does the course focus on in Texas business acquisitions?

The course focuses on choosing and acquiring business entities using an acquisition structure decision-tree approach tailored to Texas. It covers multiple transfer structures and how to evaluate them for real transactions.

What alternative structures for transfers of businesses are covered?

The materials address mergers and consolidations, purchases of shares, and asset purchases. They also organize these alternatives by common threads and related considerations.

How does the course help decide whether to do an asset purchase?

It presents a dedicated section on whether an asset purchase is appropriate, including analysis of purchased assets and contractual rights. This supports structured evaluation of deal structure and risk allocation.

Sep 16, 2026

Uploaded by Mimi