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SMU Corporate Governance Initiative

The Hilltop Docket

Intelligence on the Texas Business Court — opinions, dockets, hearings, doctrine. A research publication of the SMU Corporate Governance Initiative at the Cox School of Business and the Dedman School of Law.

Issue No. 10 Friday, July 24, 2026 Week in Review

Editorial Independence The Hilltop Docket has no financial, advisory, or other relationship with any litigant before the Texas Business Court, or with re:SearchTX or its parent. Interpretations are the authors' own and do not represent the positions of SMU, the Cox School, or the Dedman School. Any future conflict will be disclosed on Page One.

Issue No. 10 · Covering July 13–24, 2026 · lede

The index goes quiet — so we read the opinions. No new entries have posted to the court’s official index since Kampmann v. Smith (2026 Tex. Bus. 42, signed July 8), and this edition delivers the full line-by-line treatments Issue No. 9 promised: Thompson v. Anchor Capital GP holds that a four-year secured promissory note is a loan, not a Texas Securities Act security under Reves; Kampmann denies jurisdiction, abatement, and transfer challenges — and keeps a family auto-empire dissolution fight in the Business Court.

Correction — issued in Issue No. 11, July 27, 2026

This issue reported a quiet official index — no new opinion since 2026 Tex. Bus. 42. That premise was wrong. Eight opinions, 2026 Tex. Bus. 43–50, signed July 14–24, were on the court’s official index during this period. The error was ours. The original text below is preserved unchanged; read the full correction and the previews of all eight opinions in Issue No. 11.

Coverage in this issue: the full doctrinal treatments of 2026 Tex. Bus. 41 and 42, each read against the opinion PDF under our human-review protocol; a correction to Issue No. 9’s description of Kampmann; the trial-and-hearings calendar of record through late September, including the first Eighth Division bench trial setting of the period; and the threads we carry forward. This edition covers the period since Issue No. 9 (July 13). All citations Bluebook 21st; all primary sources hyperlinked.

  • Wk-10Week in review · July 24
  • 0New opinions posted since Issue No. 9
  • 42Latest 2026 Tex. Bus. citation
  • 2Full opinion treatments in this edition

From the editor

A quiet index is not a quiet court — the July opinions repay close reading.

Welcome to The Hilltop Docket’s Issue No. 10, covering the period since Issue No. 9 (July 13). As of this writing, the court’s official opinions index shows no entry beyond 2026 Tex. Bus. 42 — the per-year corpus remains contiguous from 2024 Tex. Bus. 1 through 2026 Tex. Bus. 42 with no gaps, and the pen has been down since July 8.

We use the quiet to pay a debt. Issue No. 9 presented the two July opinions from the court’s staff-prepared index descriptions and promised full treatments once each PDF had been read line-by-line under our human-review protocol. Those treatments follow. Thompson v. Anchor Capital GP turns out to be the Business Court’s most extended engagement yet with the federal Reves framework for deciding when a promissory note is a security — and a practical map of the drafting choices that kept this one a loan. Kampmann v. Smith is a forum-mechanics trilogy in a single order: a plea to the jurisdiction, a dominant-jurisdiction plea in abatement, and a discretionary venue-transfer motion, all denied, with the court’s clearest statement to date — building on Chaudhry — that it has no power to decline claims within its original jurisdiction. Also in this edition: a correction of our own Issue No. 9 shorthand, the hearings calendar of record through late September, and the items we carry forward.

On the bench · full treatments

The July opinions, read line-by-line.

Source status: unlike Issue No. 9’s index-description previews, the treatments below are drawn from the full text of each opinion PDF as posted to the court’s official index, reviewed under the human-review protocol described in our editorial standards. Paragraph citations follow the court’s preferred paragraph-number format.

Thompson v. Anchor Capital GP — a four-year secured note is a loan, not a security.

2026 Tex. Bus. 41 (1st Div.) (mem. op.) · Whitehill, J. · signed July 1, 2026 (nunc pro tunc) · No. 25-BC01B-0038

Partial summary judgment granted

HELD: The secured promissory note is not a “security” under the Texas Securities Act; defendants’ motion for partial summary judgment granted.

Jean Thompson, owner and president of Thompson Petroleum Corporation, lent money to Anchor Capital GP LLC — a private-equity brokerage founded by Michael Mann — so Mann could buy out Anchor partners, memorialized in a Secured Promissory Note, Security Agreement, and personal guaranty, later amended after a second buyout loan. When a books-and-records inspection dispute escalated to a default notice and acceleration, Thompson sued, including a Texas Securities Act misrepresentation claim. The pivotal question on defendants’ partial summary-judgment motion: is the Note a “security” to which TSA remedies attach? Id. ¶¶ 1–2, 7–13.

  • The court surveyed the three federal approaches to characterizing notes — the “investment versus commercial” test, the “family resemblance” test, and Howey — and confirmed that Texas follows Reves v. Ernst & Young, 494 U.S. 56 (1990), in applying the family-resemblance test to notes, citing Campbell and Grotjohn. Id. ¶¶ 35–42.
  • The Note could not claim the judicially excepted status of a “short-term note secured by a lien on a small business or some of its assets”: with neither the TSA nor its federal analogues defining “short-term,” the court read the statutes’ nine-month commercial-paper benchmarks against the Note’s four-year maturity. Id. ¶¶ 45–47.
  • On the four Reves factors: the parties’ motives cut for security status (Mann used the loan to raise capital and avoid diluting Anchor’s equity investor), but the plan of distribution was conceded to defendants; the investing public’s reasonable expectations pointed to a loan (the instrument is titled a Secured Promissory Note, was never advertised as an investment, and joined sophisticated, counseled parties); and the risk-reducing measures — collateral, Mann’s personal guaranty, extensive covenants, and inspection rights — “strongly” suggested no need for securities-law protection. Three factors to one: not a security. Id. ¶¶ 48–62.
  • The companion guaranty claim had already fallen in a separate June 18 order concluding the Guaranty did not require Mann to provide an audited personal financial statement, leaving the TSA characterization as the sole question here. Id. ¶ 29.

Plain English A lender who takes collateral, a personal guaranty, and inspection rights has bought herself protections by contract — and that very protection is a principal reason the court concludes she doesn’t also get the securities statute’s remedies. The better the loan documentation, the less the note looks like a security.

Why it matters This is the Business Court’s fullest Reves application to date and a drafting map for hybrid financing instruments: instrument title, absence of investment marketing, party sophistication, and a real security package each moved the analysis toward “loan.” Practitioners asserting TSA claims on privately negotiated notes now face a developed First Division template for the motion that defeats them.

TagsTexas Securities ActReves family-resemblance testpromissory notessummary judgment1st Division

Kampmann v. Smith — jurisdiction, abatement, and transfer all denied; the dissolution fight stays put.

2026 Tex. Bus. 42 (4th Div.) · Barnard, J. · signed July 8, 2026 · No. 26-BC04A-0005

Plea to the jurisdiction denied Plea in abatement denied Motion to transfer denied

HELD: Plaintiffs invoked the court’s subject-matter jurisdiction; the Kendall County suits are not inherently interrelated; no basis to transfer. The case proceeds.

The decade-long partnership behind Principle Auto Group — Abigail Kampmann (50.5% of the general-partner LLC) and Mark Smith (49.5%) — has already produced a Tarrant County suit tried to a Smith-favorable jury verdict (no final judgment yet) and two Kendall County suits. Kampmann’s April 2026 Business Court action seeks declarations on a contested buy-sell offer for the parties’ Mississippi dealership entities, breach-of-contract and fiduciary-duty claims against Smith, and a court-ordered winding up of the Bexar County-based entities under the Texas Business Organizations Code. Smith answered with the full forum-mechanics arsenal. Id. ¶¶ 1–4.

  • Plea to the jurisdiction denied. Smith argued the petition identified no quantified damages. The court held this confuses a merits question (proving damages) with the jurisdictional one (alleging concrete, particularized injury): under Bland, a pleaded amount in controversy above the court’s $5 million threshold controls unless challenged as a sham with evidence — which Smith did not do, echoing ET Gathering. The declaratory count presents a live controversy in the parties’ “divergent interpretations” of the buy-sell provisions (including a provision that omits a verb, leaving liquidation’s mandatory-or-optional character unclear), and the contract and fiduciary counts allege concrete injuries — an undisclosed side deal, a unilateral “Platform Manager” appointment, and roughly $200,000 in personal legal fees allocated to the dealerships. Id. ¶¶ 5–21.
  • Plea in abatement denied. Applying the Martens logical-relationship framework, the court found the Kendall County suits — one about interference with shared-services employees, the other about competitive diversion — not inherently interrelated with a case that turns on the buy-sell offer and the statutory predicates for dissolving two Bexar County entities. Independently, Tex. Bus. Orgs. Code § 11.314 fixes winding-up jurisdiction in the county of the entities’ registered office — Bexar — or in the Business Court exercising concurrent jurisdiction, so Kendall County could never acquire dominant jurisdiction over the dissolution claims. Id. ¶¶ 22–30.
  • No discretionary abatement. Extending Chaudhry, the court held the Legislature gave it no authority to decline causes of action within its original jurisdiction — the discretion it has over supplemental claims was “impliedly denied” for original ones. Smith’s comity argument also failed on the merits: a terminated entity continues to exist to prosecute and defend pending litigation under § 11.052. Id. ¶¶ 31–34.
  • Alternative transfer denied. Section 15.002(b) of the Civil Practice & Remedies Code permits convenience transfers only between counties of proper venue — and Kendall County is not a proper venue for the § 11.314 dissolution claims. Id. ¶¶ 35–36.

Plain English When a business divorce is really about shutting the companies down, the law fixes where that can happen — the county where the companies live, or the Business Court. Related lawsuits elsewhere, even a first-filed one already tried to verdict, don’t drag the dissolution fight out of the forum the statute assigns it.

Why it matters Forum mechanics remain the Business Court’s dominant written output, and this Fourth Division opinion consolidates three defensive doctrines in one place: amount-in-controversy pleading discipline under Bland, the Martens limits of dominant-jurisdiction abatement, and — most consequentially — the Chaudhry principle that original-jurisdiction claims cannot be declined. For litigants racing between district court and the Business Court, a statutorily anchored dissolution claim looks increasingly like an anchor that holds.

Tagssubject-matter jurisdictiondominant jurisdictionTBOC § 11.314 winding upvenue transferderivative claims4th Division

Corrections

For the record.

Issue No. 9 referred to the three issues presented in Kampmann v. Smith as “certified questions.” They were not certified questions in the technical sense — they were the issues framed by the court’s own syllabus and resolved in the July 8 opinion. The characterization is corrected here, consistent with our practice of correcting mischaracterizations at the source with a dated note. In addition, the full text confirms what the index description left open: all three of Smith’s requests — the plea to the jurisdiction, the plea in abatement, and the alternative motion to transfer — were denied.

Dockets & calendar

The trial calendar thickens — settings of record through September.

The settings below are Business Court hearing settings of record from the re:SearchTX filing-activity export in our pipeline. The late-summer calendar is notable for its density of merits events: two jury trials, two bench trials, and a summary-judgment hearing in the next eight weeks, alongside the conference calendar. Among the conference settings, two matters will be familiar to governance readers — Beard v. Perot (a First Division matter involving Henry Ross Perot, Jr., Anurag Jain, and Perot Jain, L.P.) and Air Products and Chemicals, Inc. v. Wolfspeed, Inc., a dispute between two public companies.

  • Late July
  • Jul 2925-BC08B-0006Harkema v. Clark (Clark, Sharp & R.)Bench trial
  • Jul 2925-BC01B-0047Chheda / Romulus EquipmentShare Growth fundsConference
  • August
  • Aug 326-BC01B-0006Urban Oil & Gas Group v. Black Stone MineralsConference
  • Aug 626-BC01B-0018Beard v. Perot, Jain & Perot Jain, L.P.Conference
  • Aug 1725-BC01A-0023Cobalt Falcon v. AXS InvestmentsJury trial
  • Aug 1825-BC01B-0051Air Products and Chemicals v. WolfspeedConference
  • Aug 2025-BC11B-0087LITASCO Pan Americas v. Ballast PartnersSummary judgment hearing
  • Aug 2425-BC01A-0012STK Development v. GrandyJury trial
  • September (selected)
  • Sep 14–1825-BC08B-0020Tachyon Technologies v. Kakarla / SignitivesJury trial
  • Sep 2125-BC01A-0055Stonebriar Commercial Finance v. WardJury trial
  • Sep 29–3026-BC11A-0004Energy Founders Fund v. Daskevich / Gage WesternBench trial

Docket numbers and hearing settings are drawn from re:SearchTX’s filing-activity export and may not capture matters set on internal calendars that have not yet generated public alerts, or settings vacated or reset after the export. A pipeline note in the interest of transparency: the case-filing side of our alert export has ingested no new-case entries since July 1; we are auditing whether that reflects the docket or our ingest before drawing any conclusion about filing volume, and we make no filing-volume claim in this edition. Where the export omits hearing times, those settings appear on the live monitor as they are published.

Carried forward

The doctrinal threads we are still pulling.

The Borchers trial. The Eighth Division jury trial in Borchers v. Drusch (No. 25-BC08B-0021) commenced July 13 per the settings reported in Issue No. 9. No verdict, judgment, or opinion of record has surfaced to us as a verified document; an early jury disposition from the court would be a milestone worth documenting, and we continue to watch.

SWAPA’s repleading. SWAPA v. Boeing (2026 Tex. Bus. 37) set a June 19 deadline for SWAPA to amend its inducement-causation pleading. Still no repleaded petition or renewed dispositive motion has surfaced to us as a verified record, and no further opinion in the matter has posted to the official index. Notably, Kampmann cites SWAPA’s repleading-opportunity principle (¶ 21) — the decision is already doing doctrinal work.

ExxonMobil follow-on coding. The July 1 redomiciliation covered in Issue No. 9 — the holding-company merger that made ExxonMobil Holdings Corporation, a Texas corporation, the successor registrant — now awaits provision-level coding of the Texas parent’s charter and bylaws into the Reincorporation Index. That coding remains in process; no further redomiciliation-related filings of record surfaced this period.

Anti-SLAPP fee practice after Local Marketing. Whether the mandatory $18,010 fee award in 2026 Tex. Bus. 40, and its “pertaining to” reading of the right to petition, draw further TCPA motions against litigation-adjacent counterclaims in commercial removals. Nothing new to certify this period.

Looking ahead

What we are tracking.

The next opinion. The corpus has been quiet since July 8. Whether 2026 Tex. Bus. 43 arrives from a summer submission or one of the season’s dispositive-motion hearings, the settings above suggest the written-output pipeline is anything but empty.

The Harkema bench trial (July 29). The first merits trial setting of the period arrives in the Eighth Division before the month is out; bench trials can convert to findings and conclusions — and opinions — quickly.

Matrix integration of Thompson and Kampmann. With the full treatments published, the two opinions move to provision-level coding into the Texas Business Court Codex master matrix under its data-model gates; the Codex’s coded corpus will reflect them once each row passes review.

Issue No. 11 (anticipated, week of July 27). Any new opinions, the Harkema trial posture, the alert-pipeline audit results, and the hearings calendar.

How we work

Editorial standards.

We borrow the disciplines that make Delaware-side reporting trustworthy: primary sources, human review, declared conflicts, and a refusal to take paid placement on coverage.

01 / Primary sources

Court text, dockets, filings of record.

Opinions are pulled from txcourts.gov/businesscourt; dockets from re:SearchTX; statutes from capitol.texas.gov. Practitioner blogs may appear in scholarship cites but are never load-bearing.

02 / Bluebook 21st

Citation discipline on every entry.

Per-opinion entries follow Bluebook 21st short-form conventions; sequential per-year citations are preserved (e.g., 2026 Tex. Bus. 29 follows 28).

03 / Human review

Every opinion summary read by a human editor.

AI assists with first-pass extraction. Every published characterization is read against the underlying opinion PDF; errors are corrected at the source with a dated note.

04 / Independence & conflicts

No party may purchase coverage. Conflicts declared in-issue.

SMU CGI is funded institutionally. The Hilltop Docket accepts no paid placement and declares conflicts in the closing section of each issue. Editorial policy.