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Articles by Jeff Crough
Texas Business Court Quarterly Update – 2026 Q3 Summaries
In the third quarter of 2026, the Texas Business Court continued its progress on an ever-growing docket, issuing a number of opinions on both procedural matters and merits issues. Like prior quarters, some of the court’s opinions addressed threshold issues, such as the mechanics of proper removal, the scope of the court’s personal and subject matter jurisdiction, and questions of standing and immunity.
Texas Business Court Opinion Summaries for Q2 2026
In the second quarter of 2026, the Texas Business Court continued to build on the progress of its first two years of operation, issuing both jurisdictional and procedural rulings and a growing body of substantive decisions. As in prior quarters, many of the Court’s opinions addressed threshold questions related to the court’s jurisdiction, including the timing and mechanics of removal, the amount-in-controversy requirement, personal jurisdiction and venue.
Texas Business Court Quarterly Update – 2026 Q1 Summaries
In the first quarter of 2026, the Texas Business Court continued to make progress through the ever-growing number of lawsuits appearing on its dockets. In the first few quarters following the Business Court opening its doors Sept. 1, 2024, the vast majority of its opinions resolved the jurisdictional and procedural questions entailed in standing up a new court with limited jurisdiction. In the second half of 2025, such procedural decisions were increasingly mixed with substantive decisions.
Chancery's 'Unfair Deal, Fair Price' Ruling Part Of A Trend
ADVERTISEMENT Don't want ads? Subscribe or login now. By Michael Holmes, Craig Zieminski and Jeff Crough (November 28, 2023, 5:32 PM EST) -- The Delaware Court of Chancery's Oct. 3 post-trial decision in In re: Straight Path Communications highlights how "fair price" can immunize "unfair process" in the "entire fairness" analysis, and the importance of abiding by contractual notice provisions....
Chancery's 'Unfair Deal, Fair Price' Ruling Part Of A Trend
ADVERTISEMENT Don't want ads? Subscribe or login now. By Michael Holmes, Craig Zieminski and Jeff Crough (November 28, 2023, 5:32 PM EST) -- The Delaware Court of Chancery's Oct. 3 post-trial decision in In re: Straight Path Communications highlights how "fair price" can immunize "unfair process" in the "entire fairness" analysis, and the importance of abiding by contractual notice provisions....
The Delaware Chancery Court Finds That an Unfair Process Resulted in a Fair Price | Insights | Vinson & Elkins LLP
Despite finding that a controlling stockholder had engaged in a “flagrant[ly]” unfair process by “bullying” a committee of independent and disinterested directors into a transaction, the Chancery Court awarded only nominal damages (often a symbolic judgment of $1 plus attorneys’ fees) because the transaction price was deemed fair due to a series of events involving a company’s fraudulent scheme to deceive the FCC and an affiliate’s subsequent failure to provide adequate notice under an...
INSIGHT: Invoking Material Adverse Effect Clauses During an Economic Downturn
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to get more attention from parties to deals and, potentially, the courts. One such provision is the material adverse effect (MAE) clause, which, in certain circumstances, allows an acquirer to walk away from a transaction if the seller’s business incurs a significant deterioration between signing and closing.
INSIGHT: Invoking Material Adverse Effect Clauses During an Economic Downturn
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to get more attention from parties to deals and, potentially, the courts. One such provision is the material adverse effect (MAE) clause, which, in certain circumstances, allows an acquirer to walk away from a transaction if the seller’s business incurs a significant deterioration between signing and closing.
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