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TX SB29

Bill

Status

Passed

5/14/2025

Primary Sponsor

Bryan Hughes

Click for details

Origin

Senate

89th Legislature Regular Session

AI Summary

  • Expands the definition of "national securities exchange" to include Texas-based stock exchanges approved by the state securities commissioner, in addition to federally registered exchanges

  • Allows governing documents of domestic entities to require internal entity claims be brought exclusively in Texas courts and permits waiver of jury trial rights for such claims, enforceable against shareholders who voted for or acquired shares after the waiver was adopted

  • Excludes emails, text messages, and social media communications from corporate records subject to shareholder inspection demands, unless the communication directly effectuates a corporate action

  • Creates statutory presumptions that directors and officers of publicly traded corporations act in good faith, on an informed basis, and in furtherance of corporate interests; plaintiffs must prove fraud, intentional misconduct, ultra vires acts, or knowing law violations to overcome these presumptions

  • Allows publicly traded corporations to establish minimum ownership thresholds (up to 3% of outstanding shares) for shareholders to bring derivative lawsuits and prohibits attorney fee awards based solely on additional disclosures made to shareholders

Legislative Description

Relating to the formation, governance, and internal management of domestic entities.

Business & Commerce

Last Action

Effective immediately

5/14/2025

Committee Referrals

Judiciary & Civil Jurisprudence4/17/2025
State Affairs2/28/2025

Full Bill Text

No bill text available