Bill > HB15

This bill introduces several significant changes to the formation, governance, and internal management of domestic entities in Texas, 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 introduces new provisions that allow managerial officials to consider laws and practices from other states when making business decisions, and provides a presumption that these officials are acting in good faith, on an informed basis, and in the best interests of the entity. The bill also modifies rules around derivative proceedings, making it harder for shareholders or members to bring lawsuits against directors or officers by requiring them to meet specific ownership thresholds and prove specific types of misconduct. Additionally, the bill allows entities to include provisions in their governing documents that limit jury trials, waive certain duties, and restrict liability for directors and officers. These changes apply primarily to entities with shares or membership interests listed on a national securities exchange or those that explicitly opt into these provisions, and they aim to provide more protection and flexibility for corporate governance while maintaining safeguards against fraud and intentional misconduct.

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https://capitol.texas.gov/BillLookup/History.aspx?LegSess=89R&Bill=HB15