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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.