Bill > SB29

This bill introduces several significant changes to Texas business law, primarily focusing on corporations, limited liability companies, and limited partnerships. The bill expands the definition of a "national securities exchange" to include stock exchanges with their principal office in Texas and approved by the state securities commissioner. It allows managerial officials of domestic entities to consider laws and practices from other states when making decisions, without this being considered a breach of duty. The bill introduces new provisions that create presumptions of good faith and proper conduct for directors and officers of corporations and other business entities, particularly those with shares listed on national securities exchanges. It modifies rules around derivative proceedings, making it harder for shareholders to bring lawsuits against corporate leadership by requiring more stringent proof of misconduct and setting higher thresholds for initiating such proceedings. The bill also allows corporations and limited liability companies to waive jury trials in internal entity claims, limit the types of records shareholders can review, and provides more flexibility in how corporations can modify their governing documents regarding voting rights and director actions. Additionally, the bill permits partnerships to eliminate certain duties of loyalty, care, and good faith through their partnership agreements, particularly for entities traded on national securities exchanges. These changes aim to provide more protection and discretion for business leaders while establishing clearer standards for corporate governance.

Government Affairs, Justice

https://capitol.texas.gov/BillLookup/History.aspx?LegSess=89R&Bill=SB29