Posts

How Co-Parenting Might Look This Summer Given Current Circumstances

/in , , , , , /by

Originally published by Bryce Hopson.

Summer season is fast approaching, and that would typically mean co-parents across the metroplex are gearing up for some significant changes to their daily schedules with kids staying home. In the current environment created by Covid-19 and social distancing, the summer of 2020 might look very different than those of the recent past. Nevertheless, with most counties slowly phasing back to a normal—or maybe “new normal” is more accurate—pace of life and business, the summer schedule remains.

There are numerous ways in which the possession schedule for summer months has been crafted into custody orders across the state. Some are standard and adopt the one-size-fits-all approach, while others are intricately unique and carefully tailored to fit the specific needs of a particular family.

What does the standard, one-size schedule look like?

The Standard Possession Order, crafted by our legislature and incorporated into the Texas Family Code, is a defined schedule delineating which parent is legally entitled to possession of a child, and it is presumed to be in the best interest of the child. Under the Standard Possession Order, one parent is designated with specific periods of possession, and the other parent is entitled to possession “at all other times not specifically designated” to the first parent.

The parent with designated periods during the school year is entitled to 30 days of possession time in the summer, which can be exercised consecutively or broken up into no more than two smaller periods of at least 7 days each if notice is provided to the other parent by April 15th (if not, the 30 days runs from July 1-31). The parent with designated periods will still get the regular 1st, 3rd, and 5th weekend periods that they normally have during the school year, but the Thursday periods go away in the summer.

If a 30-day block of time in the middle of the summer is impractical because of a parent’s work schedule, or a child’s summer activities, what options are available for a more customized approach to the summer schedule? Here are a few options that some parents have utilized when the circumstances called for more of a customized fit:

  • Week-on / Week-off: Alternating seven-day periods of possession has some advantages over the standard block schedule. It shares the load of additional childcare needs that comes when both parents are working and school lets out, and limits the span of time that the child goes without seeing the other parent. 30 days without seeing a 16 year old might not sound that bad (and in some cases, might serve as a needed relief), but it is typically more difficult to say goodbye to a 5 or 6 year old for such an extended period of time.

  • The “Quadrant” Schedule: This approach takes June and July and breaks them up into four quadrants. One parent gets the first half of each month, the other parent gets the second half of each month, and they rotate every-other year. Although the summer vacation schedule will generally run into the first couple weeks of August, this schedule has some clear advantages to a standard structure. It provides each parent with two opportunities to take extended trips and travel with the child—if you have the privilege of lasting memories of road trips to the Grand Canyon, summer nights on the beach, or sleeping under the stars next to a campfire, those are typically trips that take more than 7 days, and this schedule can make creating those memories much more available. It also has the benefit of avoiding the need for designating—and potentially arguing—over which weeks one parent wants to exercise. This schedule is set as soon as the order is signed, meaning you can start planning your summer vacation three years in advance if you feel like it!

  • Alternating Weeks with Extended Election: This schedule has the same general structure as the week-on / week-off, but it includes a carve out for each parent to extend one of their seven-day periods into a ten-day period. This gives added flexibility for those longer trips to visit Aunt Betty up in Brunswick or hop across the pond for a European Vacation.

At the end of the day, the schedule that has the best chance of working is the one that both parents agree upon and work together to come up with. And most importantly, crafting your summer schedule to be conducive with the child’s activities is crucial to ensuring a smooth, successful summer vacation.

 

The post How Co-Parenting Might Look This Summer Given Current Circumstances appeared first on Hance Law Group | Dallas Divorce & Family Lawyers.

Curated by Texas Bar Today. Follow us on Twitter @texasbartoday.



Read More –>

What goes into an award of spousal support here in Texas?

Have you given notice of your summer custody plans?

/in , , , , , /by

Originally published by On behalf of Laura Dale.

It’s not too early to be thinking about summer and your plans with the children. You may have a trip in mind, visits to distant relatives or other arrangements to make. Don’t be too quick to make reservations and travel plans if you share custody of the children with their other parent. There are certain steps you must take before changing your possession order.

Creating a workable plan for possession of and access to children is often one of the most difficult parts of a marital breakup. Unfortunately, life is not predictable, and it is sometimes necessary to adjust the schedule. Your summer plans may present unusual circumstances that interfere with your co-parent’s scheduled time with the kids. April is the ideal time to make important decisions about those temporary summer changes in your parenting plan.

What do summer possession plans look like?

You may be among the fortunate parents who worked together to create a unique plan to accommodate the special circumstances in your family. On the other hand, if you and your former partner were unable to reach an agreement, the court probably stepped in an issued a standard possession order. Typically, this alternates special holidays on even and odd years and allows the non-custodial parent to have possession of the children during the month of July.

However, what if your plans for summer fall outside of the weeks between July 1 and July 31? If you want the children at some other time over the summer, you must notify your parenting partner as early as possible in April. The other parent also has the right to be with the children for one weekend during your extended possession. Scheduling your summer plans right now makes it easier for both you and the other parent to arrange dates that will suit everyone.

Fighting for your rights this summer

Departing from your possession order is not always easy, especially if your parenting partner is not willing to cooperate. However, you have rights as a parent, and in most cases, Texas family courts support your right to access to your child.

If you are fighting to extend your standard possession of the children over the summer, you may find the effort frustrating. You may benefit from learning more about your rights and obtaining the strong and compassionate advocacy of a Texas attorney who will assist you in reaching your goals.

Curated by Texas Bar Today. Follow us on Twitter @texasbartoday.



Read More –>

Teddy Bears_770x330

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

/in , , , , , , , , , , /by

Originally published by Winstead.

By Zack Callarman and Mark Johnson

Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies (Read here). For majority owners, securing a buy-sell agreement avoids the potential of becoming “stuck” in business with a difficult co-owner without the ability to force a buyout of this minority investor’s ownership stake. For at least some majority owners of private Texas companies, however, another option exists. This option is commonly known as a “freeze-out,” “cash out” or “squeeze-out” merger.

What is a Freeze-Out/Squeeze-Out Merger?

A freeze-out/squeeze-out merger is a merger of two or more business entities that results in one or more of the equity holders of one of the pre-merger entities being cashed out as a result of the merger (i.e., not allowed to own equity in the post-merger surviving company).

Mergers are governed by state corporate law, and most states have several similar, but separate, merger statutes for corporations, LLC’s and other forms of business entities recognized under state law that govern mergers of those entities under various different circumstances. In that regard, it is worth noting that a “freeze-out/squeeze-out” merger is not a distinct type of merger governed by its own separate statute, but rather is a “characterization” given to a merger reflective of the purpose behind the merger, irrespective of the specific merger statute under which the merger is effectuated.

The Requisite Authorization and Approval for a Freeze-Out/Squeeze-Out Merger

Under state corporate law, mergers typically must be authorized and approved by both the equity holders and the directors of each of the entities participating in the merger. In the case of corporations, that means that typically both the directors and the shareholders must authorize and approve the merger, whereas in the case of LLC’s that means that typically the members and the managers must authorize and approve the merger. The actual level of that approval (i.e., unanimous consent vs. 2/3rds consent vs. majority consent) is governed by the applicable state merger statute together with the operative provisions of the entity’s organizational documents. By way of example, under Texas law, unless the entity’s governing documents provide otherwise, (i) the affirmative vote of at least two-thirds of the outstanding voting shares is required to authorize and approve a merger of a corporation, and (ii) the affirmative vote of the holders of at least a majority of the outstanding voting membership interests is required to authorize and approve a merger of an LLC.

So, the gating question for any individual or group wanting to possibly effectuate a freeze-out/squeeze-out merger is: Do you have the requisite vote under applicable law and under the entity’s governing documents to authorize and approve the merger?

The Fair Market Value Presumption
It is important to remember that while a freeze-out/squeeze-out merger may well enable the “majority” to force one or more minority holders out of the company, a freeze-out/squeeze-out merger does not entitle the majority to steal, or cheat the minority holders out of, their equity interests. The minority members who are being frozen or squeezed out should receive fair value for their interests. Otherwise, the majority proponents of the freeze-out/squeeze-out merger will likely be vulnerable to claims by the minority interest holders for oppression, breach of fiduciary duties, etc.

In the case of corporations, the “fair market value” presumption is governed by statute. In many (but not all) mergers involving corporations, under state corporate law, the effected shareholders, including any minority shareholders who will be frozen or squeezed out as a result of the merger, have statutory “dissenter’s rights” or “appraisal rights”. In short, a shareholder with “dissenter’s rights” or “appraisal rights” who objects to the amount that he is going to receive in exchange for his equity interests as a result of the merger is entitled to go to court and appeal the valuation. The court then has the power to revise the amount that the shareholder will receive based on its determination of fair market value.

Curiously, LLC statutes do not typically include dissenter’s rights provisions. However, given (i) the well–established fair market value presumption that exists in the context of corporate mergers, together with (ii) the strong “fiduciary duties” overlay that exists under statutory and common law with respect to the duties and obligations of members of LLC’s with respect to their fellow members, prudence dictates that the majority proponents of a freeze-out/squeeze-out merger make every effort to honor the fair market value presumption in any freeze-out/squeeze-out merger they effectuate.

Logistics of a Freeze-Out/Squeeze-Out Merger
So, assuming that the majority proponents of a freeze-out/squeeze-out merger have the requisite vote under applicable law and under the entity’s governing documents to authorize and approve the merger, how do they do it? The answer to that question will again depend in part on the form of the entities involved, the governing corporate statutes, and the organizational documents of the entities involved, but with those qualifications, the answer is pretty simple: The majority proponents form a new entity with whatever ownership and capital structure they desire, and then they merge the existing entity (i.e., the entity in which the soon-to-be frozen or squeezed out equity holders hold an interest) into the new entity. Under the terms of the merger agreement, among other things, the new entity will be the surviving entity, and the equity interests of the frozen or squeezed out minority interest holders will be redeemed for cash in an amount equal to the fair market value of the redeemed equity interests.

Conclusion

The freeze-out merger is a legal avenue that may not be widely known by majority owners of private companies, but it is used with some regularity in Texas and is rarely disallowed by the governance documents of most companies. There should be a note of caution for majority owners in deploying this technique, however, because if dissenter’s rights apply and are exercised by the minority investors in response, the freeze-out merger may result in a time-consuming and a costly appraisal process.

Zack Callarman (Associate) and Mark Johnson (Shareholder) are members of Winstead’s Corporate, Securities/Mergers & Acquisitions Practice Group.

Curated by Texas Bar Today. Follow us on Twitter @texasbartoday.



Read More –>