Byron F. Egan

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.
• Byron was selected for the 2018 Highland Park High School Distinguished Alumni Award, which is the highest award that Highland Park High School can bestow on an alumnus.

• The Best Lawyers in America (Woodward/White Inc.), 1993-2024
  • Corporate Compliance Law, 2011-2024
  • Corporate Governance Law, 2011-2024
  • Corporate Law, 2006-2024
  • Mergers and Acquisitions Law, 2010-2024
• “Best Lawyers in Dallas” List, D Magazine, 2011-2015, 2018-2023
• Lifetime Achievement Award, Texas Lawyer, 2018
• Highland Park Independent School District Distinguished Alumni Award, 2018
• Texas Super Lawyer, Super Lawyers by Thomson Reuters, 2003-2022
• Dan Rugeley Price Memorial Award, Texas Bar Foundation, 2015
• Citizen of the Year, City of University Park, 2015
• Burton Award for Legal Achievement (four-time winner), The Burton Awards, 2005-2006, 2008-2009
• Profiled, The M&A Journal, 2005
• Recognized as a Top Corporate and M&A Lawyer
  • Corporate Counsel
  • Texas Lawyer
  • Texas Monthly
  • Who’s Who Legal
• Franklin Jones Outstanding CLE Article, Corporate Counsel Section of the State Bar of Texas, 2009
• Texas State Bar Corporate Counsel Section’s Most Requested Article Award

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: Corporations, Partnerships and Limited Liability Companies in Texas (4th Edition, 2023), which addresses the formation, governance, and sale of business entities, including an analysis of the fiduciary duties of their governing persons in a variety of situations. He has also written or co-authored, inter alia, 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); Texas Chancery Courts – The Missing Link to More Texas Entities, Texas Bar Journal, Opinion Section, February 2016 Issue

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 most 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 experience.

Index

To view a full index of Byron’s publications and access downloadable PDFs, click here.

Selected CLE Programs and Papers

• “Corporate Governance in Texas” (April 2023) Panelist, UCLA’s Conference on the American Law Institute’s Restatement of the Law, Corporate Governance
• “Indemnification Arrangements in Business Combinations, ch. 37” (February 2023) for Kluwer Treatise on “International Business Transactions: Standard Forms and Documents”
• “Texas Twists in M&A: The Latest and Greatest” (October 2022) Panelist, UT Law CLE 2022 Mergers & Acquisitions Institute
• “Structuring Divisive Mergers Under Delaware and Texas Statutes” (August 2022) Strafford Webinar
• “Non-Disclosure Agreements and Other Preliminary Agreements in Business Transactions” (August 2022) Collin County Bar Association’s Corporate Counsel Section
• “Choice of Entities” (2022) for the 44th Annual Advanced Real Estate Law Course sponsored by TexasBarCLE and Real Estate, Probate and Trust Law Section of the State Bar of Texas
• “Anatomy of a Deal – Joint Venture Formation and Governance” (2020) Jackson Walker LLP CLE Program
• “Anatomy of a Deal – Earnouts in M&A Transactions” (2020) Jackson Walker LLP CLE Program
• “Choice of Entity Decision Tree – Lifecycle of a Company” (2020) Jackson Walker LLP CLE Program
• “Ethical Issues in M&A Transactions” (2018) for the UT Law CLE’s 14th Annual Mergers & Acquisitions Institute
• “Drafting Preliminary Agreements, Including Confidentiality Agreements and Letters of Intent” (2018) for the 16th Annual Choice, Governance & Acquisition of Entities Course sponsored by TexasBarCLE and the Business Law Section of the State Bar of Texas
• “M&A After the Tax Reform Act” (2018) for the 16th Annual Choice, Governance & Acquisition of Entities Course sponsored by TexasBarCLE and the Business Law Section of the State Bar of Texas

Selected Speaking Engagements

• “Texas Two Step: What’s all the Fuss About?,” The University of Texas School of Law (UT Law CLE) 32^nd Annual LLCs, LPs and Partnerships Conference (July 2023)
• “Corporate Governance,” UCLA School of Law Conference on the American Law Institute’s Restatement of the Law (April 2023)
• “Texas Twists in M&A: The Latest and Greatest,” University of Texas School of Law 18th Annual Mergers and Acquisitions Institute, Dallas (October 2022)
• “Non-Disclosure and Other Preliminary Agreements in Business Transactions,” Collin County Bar Association Corporate Counsel Section Meeting (August 2022)
• “Critical Distinctions Between Texas and Delaware LLC Law,” CSC / LexisNexis Webinar (July 2022)
• “Ratification of Void or Voidable Entity Actions Under Texas and Delaware Statutes and Common Law,” 20th Annual Choice, Governance & Acquisition of Entities Conference (May 2022)
• “Derivative Actions Under the Business Organizations Code,” 17th Annual Advanced Business Law Course sponsored by TexasBarCLE and the Business Law Section of the State Bar of Texas (November 7, 2019)
• “M&A Ethical Overview,” State Bar of Texas Annual Meeting (June 13, 2019)
• “Restricting or Eliminating Fiduciary Duties in Texas and Delaware,” for the 17th Annual Choice, Governance & Acquisition of Entities Course sponsored by TexasBarCLE and the Business Law Section of the State Bar of Texas (May 24, 2019)
• “Structuring Divisive Mergers Under the Delaware and Texas Statutes,” Strafford Webinar (April 23, 2019)

Professional

Byron is Senior Vice Chair and Chair of Executive Council of the M&A Committee of the American Bar Association and has served as Co-Chair of its Asset Acquisition Agreement Task Force, which wrote the Model Asset Purchase Agreement with Commentary. He has been Chair of the Texas Business Law Foundation, the Business Law Section of the State Bar of Texas and that section’s Corporation Law Committee. On behalf of these groups, he 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 and its Members Consultative Group for the Restatement of the Law of Corporate Governance.

Community

• Chancellor’s Council of University of Texas System, Executive Committee
• Clan Egan Association, Vice Chair
• Friends of University Park Public Library
  • Director
  • Former President

• Co-Author, “Express Negligence and Fair Notice Limitations on Risk-Shifting in M&A Transactions,” The Texas Lawbook (May 2021)
• “Delaware Shaped Deal Clauses, Disclosures In 2020,” Law360 (December 2020)
• “3 Lessons From The Failed $54B Cigna-Anthem Merger,” Law360 (September 2020)
• Co-Author, “Attorney-Client Privilege Preservation During M&A Due Diligence,” The Texas Lawbook (June 2019)
• “Anthem-Cigna Trial To Weigh ‘Best Efforts’ On Failed Deal,” Law360 (February 2019)
• “Lifetime Achievement: Byron F. Egan, Jackson Walker,” Texas Lawyer (August 2018)