Business Law and Corporate Law

At Walkup Law, community involvement includes helping shape the future of the legal profession. Shareholder Khaldoun Baghdadi is actively involved with Just The Beginning – A Pipeline Organization(JTB), a nonprofit dedicated to introducing students to legal careers through mentorship, education, and hands-on learning opportunities.

The Texas Business Court's July 2026 decision in Jeremiah Counsel Corporation v. Ben Young examines how courts navigate the tension between church autonomy principles and statutory corporate governance requirements when religious organizations incorporate under Texas law. This case explores whether Second Baptist Church of Houston properly amended its governing documents to eliminate member voting rights and what remedies, if any, are available to dissenting members under the Texas Business Organizations Co

Tax-exempt nonprofit organizations face complex rules governing their political and public policy activities, but these restrictions are often narrower than commonly believed. Understanding the distinction between permissible education and advocacy versus prohibited campaign intervention is crucial for nonprofits seeking to participate in public discourse while maintaining their tax-exempt status.

The SEC's Division of Corporation Finance has announced it will no longer respond to Rule 14a-8 no-action requests, marking a significant shift in the shareholder proposal process. Companies must still comply with notification requirements under Rule 14a-8(j), but without staff guidance on exclusion decisions, they will need to rely on existing SEC guidance, precedent, and judicial decisions.

Representative Sean Casten has introduced legislation requiring companies with multi-class stock structures to disclose voting results broken down by share class, addressing growing concerns about transparency as one-third of 2025 IPOs featured dual-class structures. The bill would mandate detailed vote tallies within four business days of shareholder meetings...

The SEC's Division of Corporation Finance has announced it will no longer respond to no-action requests regarding shareholder proposals under Rule 14a-8, marking a significant shift in how companies handle proxy statement exclusions. This policy change, effective immediately, eliminates the Staff's intermediary role between companies and shareholder proponents. Companies preparing for the 2026-2027 proxy season must now navigate proposal exclusions without SEC Staff guidance, fundamentally altering the shar

CF Private Equity President and CEO Mark Hoeing discusses how persistence of returns, disciplined manager selection, and rigorous diligence define success in today's private markets. He shares insights on continuation vehicles, the power law dynamics driving venture capital returns, and identifies founder-owned businesses and AI infrastructure as key sources of future growth.

In this episode of Private Market Talks, CF Private Equity President and CEO Mark Hoeing joins partner Howard Beber to explain how persistence of returns, disciplined manager selection, and rigorous diligence define success in today's market.

Aurelia Edwards, co-founder and general partner of Edin Capital, discusses her transition from startup founder to venture capital fund manager and explains why not every startup should pursue unicorn status. She shares insights on supporting founders with investment strategies that align with their actual business goals rather than forcing them into a Silicon Valley mold, while emphasizing the importance of understanding regional markets and generating both financial returns and community impact.

A Delaware Superior Court examined whether a D&O policy's bump-up clause barred coverage for a settlement arising from shareholder claims that merger consideration was inadequate. The court analyzed whether the settlement payment, distributed on a per-share basis to former shareholders, constituted additional merger consideration or compensation for litigation risk.

Derivative lawsuits allow shareholders to pursue legal claims on behalf of corporations when officers or directors fail to act. Understanding the stringent procedural requirements, including pre-suit demand obligations and the business judgment rule's protective scope, is critical for anyone considering or defending against such actions.

This edition of Summer Shorts examines three recent New York business divorce decisions: whether the Dead Man's Statute bars an executor's reliance on a decedent's verified dissolution petition, the dismissal of a derivative claim despite strong liability showing due to inadequate damages proof, and an unsuccessful attempt to impose fiduciary duties on non-managing LLC members.