Advanced Business Law

CHOICE OF ENTITY DECISION TREE By BYRON F. EGAN Jackson Walker L.L.P.
2323 Ross Avenue, Suite 600
Dallas, Texas 75201
began@jw.com
13th

Advanced Business Law by Byron F. Egan is a partner of Jackson Walker L.L.P. in Dallas. He is engaged in corporate, partnership, securities, mergers and acquisitions (“M&A”), and financing practices. 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 and other corporate governance issues, the Sarbanes-Oxley Act, special investigation, and other issues. Advanced Business Law
Involvement: Mr. Egan is Senior Vice Chair and Chair of the 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. He is the immediate Past Chair 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, governance of corporations, partnerships and 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: Confidentiality Agreements are Contracts with Long Teeth, 46 Texas Journal of Business Law 1 (Fall
2014); 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
Advanced Business Law
Education: Mr. Egan received his B.A. and J.D. degrees from the University of Texas. After law school, he
served as a law clerk for Judge Irving L. Goldberg on the United States Court of Appeals for the Fifth Circuit.
Honors: For over ten years, Mr. Egan has been listed in The Best Lawyers in America under Corporate, M&A
or Securities Law. He is the 2015 recipient of the Texas Bar Foundation’s Dan Rugeley Price Memorial Award,
which is presented annually to a lawyer who has an unreserved commitment to clients and to the legal
profession. He won the Burton Award for Legal Achievement four times. Mr. Egan has been recognized as one of the top corporate and M&A lawyers in Texas by a number of publications, including Corporate Counsel Magazine, Texas Lawyer, Texas Monthly, The M&A Journal (which profiled him in 2005) and Who’s Who Legal. In 2009, his paper entitled “Director Duties: Process and Proof” was awarded the Franklin Jones Outstanding CLE Article Award and an earlier version of that article was honored by the State Bar Corporate
Counsel Section’s Award for the Most Requested Article in the Last Five Years.

By Dr. SK

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