Caveat Texas

A holder of shares…may not be held liable to the corporation or its obligees with respect to:

(2)  any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that the holder…is or was the alter ego of the corporation[,] or on the basis of actual or constructive fraud, a sham to perpetrate a fraud, or other similar theory…

Texas Business Organizations Code

Small business owners in Texas have a long history of putting their corporations into bankruptcy and walking away when they get into trouble, only to start up another corporation in the same line of business right down the street, minus those annoying creditors. This is the risk you assume when you do business with a corporation – at least that’s the theory. Good luck finding anyone dumb enough to do business as a proprietorship.

But it’s outrageous when owners are able to strip their corporation of its assets before throwing the thing under a bus. Bankruptcy law is supposed to prevent this sort of thing, but I guess if you’re smart enough to loot your corporate coffers at least 90 days before the thing is forced into bankruptcy, you get a pass. But if you do that, it’s hard to argue you didn’t know your business was faced with some big obligations, and that you had no intention of meeting them.

I don’t know about other states, but caveat Texas. Be careful who you do business with.

Partners and Nations

I want to repost this thought from a year ago, long before Iraq and its hapless Prime Minister Maliki hit the news again.


“How happy is the one who says ‘I am a Turk’.” – Mustafa Kemal Ataturk

“Every morning I make my students tell lies. None of the children are Turks. Everyone here, including us teachers, is Kurdish.”School teacher in Turkey

“Listen, she’s not one of us.” – Christian radio host

In early 1919, what was to become the country of Turkey was prostrate, the middle of a defeated Ottoman Empire, partitioned and occupied by the victorious Allies.

Just four years later, in October 1923, Mustafa Kemal, who had organized and led an armed insurgency and nationalist movement against the Allies and their puppet Sultanate, repelling French, Greek, and British troops, was able to declare the independence of a new nation whose sovereignty was shortly recognized by the rest of the world.

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It’s been too long. But the demands of writing the draft of a new book (A Very Religious Man) made blogging impossible.

Not only that, but writing longish essays takes considerably more time than you might guess by reading them, which most certainly reflects on my ability. So just what kind of a writer am I, you ask? A slow one, apparently.

It follows that I should concentrate on shorter posts, and that’s the plan, although I can’t guarantee I won’t fall to the temptation to sermonize at length on occasion.

At any rate, the plan is to release AVRM late this year, as the second novel in the series The Remains. So there may be further interruptions, but in the end I think it will be worth it.

China – 1; The West – 0

What made the US such a formidable factor in WWII was the size of its economy, its underutilized assets, and the ability of government to effectively organize it. It was a war not won by valour or brilliant tactics or clever code-breaking, as glamorous, inspiring, or important as those things were. The war  in Europe, especially, was a war of attrition, with the Soviet Union slowly grinding up half of Germany’s military might in the east, while the US relentlessly chipped away from the west. Germany fought on, enduring inconceivable punishment without surrender, until she had nothing left to fight with, until the Allies could finally claim victory over a wasteland of burnt-out cities and a defeated population. Continue reading

Government and Freedom – 2

If you haven’t watched the movie Atlas Shrugged, chances are you never will. You are not an acolyte of the novel’s author, and you’d probably find the story silly, or even offensive.

Yet the movie offers some imagery that is strangely compelling. A world of confident, intelligent people leading great organizations doing awesome things? A world of clearly-defined, timeless principles? Where human action, if governed by a simple morality, creates a background to life of beauty and utility, that inspires as well as serves?

If there are compelling reasons for the willing suspension of disbelief that is essential to the dramatic arts, many people have found them here. Continue reading