TX HB4862

Grants business courts concurrent jurisdiction with district courts over matters in the Business Organizations Code when the business court has authority under Chapter 25A, Government Code

Establishes that Texas law governs domestic entities and that managerial officials are not liable for failing to conform to other states' laws or practices

Allows governing documents to require internal entity claims be brought exclusively in specified Texas courts and permits corporations to make certain certificate of formation amendments without shareholder approval, including stock splits and reverse splits to maintain exchange listing eligibility

Expands the definition of "defective corporate act" to include failures to file required instruments and clarifies ratification procedures, while prohibiting retroactive ratification of certain filings like certificates of formation, termination, or merger

Authorizes plans of merger and exchange to include provisions appointing representatives for owners whose interests are cancelled or exchanged, with delegation of authority to enforce or settle rights under the plan