PJC Business

PJC 105.28

F RAUD AND N EGLIGENT M ISREPRESENTATION

3. a general partner in a partnership in which Debtor, Inc. is a general partner; or 4. a relative of a general partner, director, officer, or person in control of Debtor, Inc. [Insert the following if Dean Debtor is a partnership.] 1. a general partner of Debtor Partners ; 2. a relative of a general partner in, a general partner of, or a person in control of Debtor Partners ; 3. another partnership in which Debtor Partners is a general partner; 4. a general partner in another partnership in which Debtor Partners is a general partner; or 5. a person in control of Debtor Partners . “Insider” also includes a managing agent of [ Debtor, Inc./Debtor Partners ], or an affiliate, or an insider of an affiliate as if the affiliate were [ Debtor, Inc./Debtor Partners ]. Relative. The term “relative” in the definition of “insider” is defined in Code sec tion 24.002(11). If no relatives participated in the relevant transactions, the portions of the definition of insider that refer to “relative” should not be submitted. If there is no factual dispute that a relative did participate in a relevant transaction, the court may instruct the jury that the relative is an insider. Affiliate. The term “affiliate” in the definition of “insider” is defined in Code sec tion 24.002(1). If no affiliates participated in the relevant transactions, the portions of the definition of insider that refer to “affiliate” should not be submitted. If there is no factual dispute that an affiliate did participate in a relevant transaction, the court may instruct the jury that the affiliate is an insider. If there is a factual dispute regarding whether a particular entity is an affiliate, the relevant parts of the following definition should be submitted: “Affiliate” means a person or entity— 1. who directly or indirectly owns, controls, or holds with power to vote 20 percent or more of the outstanding voting securi ties of Debtor, Inc. , other than a person or entity who holds the securities— a. as a fiduciary or agent without sole discretionary power to vote the securities or

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