Byron Egan with Jackson Walker is probably the best lawyer in Texas, if not the United States, on issues of corporate governance.
Cullen Michael (Mike) Godfrey, who has used Byron both when Mr. Godfrey was serving as a general counsel and later as a corporate director.

Biography

Byron F. Egan is engaged in a corporate, partnership, limited liability company, securities, mergers and acquisitions (M&A), and financing practice. Byron has extensive experience in business entity formation and governance matters, M&A, and financing transactions in a wide variety of industries including energy, entertainment, financial, insurance, restaurant 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, special investigation, and other issues.

Involvement:

Byron 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.  He is 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:

Byron 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. He is the author of a treatise on corporations, partnerships and limited liability companies in Texas entitled “Egan on Entities (2016)” and 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)

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).

Through his involvement in the Texas Business Law Foundation and the Business Law Section of the State Bar, Byron has been involved in the writing of many of Texas’ business entity statutes, which provides him with a uniquely informed perspective when advising clients about Texas law. His frequent speaking at both Texas and American Bar Association continuing legal education programs has exposed Byron to judges in Texas, Delaware and elsewhere and to developments in the law and deal practice across the country. These involvements enable Byron to respond to client needs with speed and creativity as well as in depth expertise.

Practice Expertise

Byron regularly handles business combinations of corporations, limited liability companies and partnerships, including mergers and acquisitions, purchases and sales of stock and other equity interests, and sales and exchanges of assets. He also handles the related entity governance and structure issues. Byron focuses on the fiduciary duties of directors, officers, managers and controlling entity owners. He also handles the formation and dissolution of corporations, limited liability companies and partnerships.

Career Highlights

  • Byron regularly handles numerous business combinations and entity governance matters for clients, while also giving back to the community through bar association and civic involvements.
  • In 2015 Byron received the Dan Rugeley Price Memorial Award, which is presented annually by the Texas Bar Foundation to a lawyer who has demonstrated an unreserved commitment to clients and to the legal profession.
  • He won the Burton Award for Legal Achievement four times, and is consistently recognized as one of the top corporate and M&A lawyers in Texas by a number of publications.
  • In 2015 he was Citizen of the Year in the City of University Park.

Community

  • Chancellors Council of University of Texas System, Executive Committee
  • Friends of University Park Public Library
    •  Director
    • Former President
  • Clan Egan Association, USA and Canada, President

News & Events

  • Attorney News

    New book Egan on Entities offers practical guidance on which form of entity would be better: corporations, partnerships, or LLC

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  • Publication

    Choice of Entity Decision Tree – 2016

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  • Mentions

    Byron Egan Published in ‘Texas Bar Journal’ on Texas Chancery Courts

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  • Publication

    Choice of Entity Decision Tree

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  • Publication

    Joint Venture Governance and Business Opportunity Issues

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  • Client Results

    Jackson Walker Assists in $730 million Health Care Merger

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  • Spotlight

    Jackson Walker Congratulates Its Best Lawyers in America 2016

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  • Attorney News

    Byron Egan Named University Park’s 2015 Citizen of the Year

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  • Spotlight

    Jackson Walker Congratulates Its 2015 Best Lawyers in Dallas

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  • Attorney News

    Acquisition Structure Decision Tree

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  • Attorney News

    Byron Egan, Willie Hornberger, Steve Moore Speak on Choice and Acquisition of Entities

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  • Client Results

    Jackson Walker Represents Brinker International in Credit Facility Agreement

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  • Attorney News

    Byron Egan Selected for ‘Who’s Who Legal: Corporate – M&A and Governance’ Lawyers Guide

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  • Attorney News

    Byron Egan 2015 Recipient of Texas Bar Foundation Dan Rugeley Price Memorial Award

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  • Attorney News

    Byron Egan Speaks at UT School of Law’s Annual Conference

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  • Publication

    How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

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  • Press release

    Jackson Walker Represents Kalon Biotherapeutics in Sale to Fujifilm

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  • Press release

    Byron Egan Speaks at UT Mergers and Acquisitions Institute

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  • Publication

    Indemnification in M&A Transactions For Strict Liability or Indemnitee Negligence: The Express Negligence Doctrine

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  • Publication

    Joint Venture Critical Issues – Formation, Governance, Competition, and Exits

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  • Press release

    Jackson Walker Congratulates Its Best Lawyers in America 2015

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  • Publication

    Choice of Entity Decision Tree – 2014

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  • Publication

    Choice of Entity Decision Tree

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  • Publication

    Acquisition Structure Decision Tree

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  • Press release

    Byron Egan, William Hornberger, Steve Moore Speak on Choice and Acquisition of Entities

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  • Publication

    Current Fiduciary Duty Issues

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  • Press release

    Byron Egan Selected for The International Who’s Who of Corporate Governance Lawyers Guide

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  • Press release

    Byron Egan Speaks on Fiduciary Duties in Delaware and Texas

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  • Publication

    How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

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  • Publication

    Life Cycle of a Company – Choice of Entity and Key Contents of Organization Documents

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  • Press release

    Byron Egan Speaks on Contractual Limitations

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  • Publication

    Misbehaving Directors, Including Directors’ Duties to Maintain the Confidentiality of Information

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  • Publication

    Confidentiality Agreements: How to Draft Them and What They Restrict

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  • Press release

    John Clayton Speaks on Corrosion Controls and Regulators at NACE International

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  • Press release

    Byron Egan Selected For ‘The International Who’s Who of Merger & Acquisition Lawyers’

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  • Publication

    Navigating Fiduciary Duties in Private Company Mergers and Acquisitions

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  • Publication

    Plan Overpayment Recovery: Regulatory and Legal Insights

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  • Press release

    Byron Egan Speaks on Navigating Fiduciary Duties

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  • Press release

    Jackson Walker attorneys selected for 2014 The Best Lawyers in America

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  • Press release

    Andrew Solomon Helps Kick Off Boot-Based Fundraiser at UT

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  • Press release

    Byron Egan Speaks on Fiduciary Duties in Oil and Gas Law

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  • Publication

    Fiduciary Duties in Oil Patch Deals

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  • Publication

    Legislative Update: Business Law

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  • Publication

    Dissident Director Who Harms Corporation to Further Personal Objectives Violates Duty of Loyalty

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  • Publication

    Acquisition Structure Decision Tree

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  • Publication

    Choice of Entity Decision Tree

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  • Publication

    Confidentiality Agreements Are Contracts With Long Teeth

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  • Press release

    Byron Egan, Willie Hornberger, & Steve Moore Speak at the State Bar of Texas Choice and Acquisition of Entities in Texas Course

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  • Press release

    Jackson Walker Represents Armstrong Associates in Strategic Reorganization

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  • Publication

    Jackson Walker: Commodities and Derivatives Group

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  • Publication

    M&A Agreements: Opportunities and Perils in Asset Acquisitions

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  • Press release

    Byron Egan Speaks on Asset Acquisitions

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  • Press release

    Anita Barksdale Speaks on FLSA Law

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  • Press release

    Byron Egan Selected for The International Who’s Who of Corporate Governance Lawyers Guide

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  • Publication

    How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

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  • Press release

    Byron Egan and Stephanie Chandler Speak at Securities Regulation and Business Law Conference

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  • Press release

    Byron Egan Speaks at Grand Opening of University Park Public Library

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  • Publication

    Contractual Limitations on Seller Liability in M&A Agreements

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  • Press release

    Byron Egan Awarded the Order of Clans of Ireland

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  • Press release

    Byron Egan Speaks on Contractual Limitations on Seller Liability in M&A Agreements

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  • Press release

    Byron Egan Elected President of the Friends of the University Park Public Library

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  • Publication

    Acquisition Agreement Issues

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  • Press release

    Byron Egan Speaks on Acquisition Agreement Issues

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  • Publication

    Contractual Limitations on Seller Liability in M&A Agreements

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  • Press release

    Byron Egan Speaks on Contractual Limitations on Extra Contractual Liabilities

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  • Spotlight

    SEC Implements Secure E-Mail System for Submission of Draft Registration Statements

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  • Publication

    Acquisition Structure Decision Tree

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  • Publication

    Choice of Entity Decision Tree

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  • Attorney News

    Bryon Egan, Willie Hornberger and Steve Moore Speak at the State Bar of Texas Choice and Acquisition of Entities in Texas Course

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  • Press release

    Byron Egan Selected for The International Who’s Who of Corporate Governance Lawyers Guide

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  • Press release

    Byron Egan Speaks on Fiduciary Duties of Directors and Officers in M & A Transactions

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  • Publication

    Fiduciary Duties of Directors and Officers in M & A Transactions

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  • Press release

    Byron Egan, Steve Jacobs, and Stephanie Chandler Speak on Cybersecurity Risk

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  • Press release

    Jackson Walker Congratulates Its 2012 “Best Lawyers in Dallas”

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  • Publication

    Fiduciary Duties of Directors and Officers in Delaware and Texas

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  • Publication

    How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

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  • Publication

    Delaware Court of Chancery Moving to Clarify Rights of Minority Stockholders

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  • Publication

    SEC Adopts New Net Worth Standard for Accredited Investors

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  • Publication

    M and A Agreements: Opportunities and Perils in Asset Acquisitions

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