TX SB1239

Amends Section 8.110 of the Business & Commerce Code to specify that if a security is determined invalid under the issuer's jurisdiction, the law agreed upon by the issuer to govern the security documents will control the consequences of that invalidity for both issuer and purchaser

Provides that purchasers of securities issued by foreign states (as defined by 28 U.S.C. Section 1603) automatically acquire all transferor claims and demands, including claims for damages or rescission against issuers, trustees, depositaries, underwriters, and guarantors, unless otherwise agreed in writing

Prohibits issuers and other obligated parties from asserting defenses based on a purchaser's intent to pursue litigation or enforcement of rights related to foreign state securities

Establishes that choice of law provisions in foreign state securities apply retroactively to all issues relating to such securities, and allows modification of security terms by less than unanimous consent when the security's terms permit

Takes effect September 1, 2025; passed Senate 30-0 on April 10, 2025, and House 136-10 on May 20, 2025