The bill, S.B. No. 1056, introduces a new section, 21.4015, to the Business Organizations Code of Texas, establishing a presumption of good faith for directors and officers of certain domestic corporations. This presumption applies specifically to corporations that are formed under Texas law, have registered equity securities under the Securities Exchange Act of 1934, are listed on a national securities exchange, and either have their principal office in Texas or are listed on a stock exchange with its principal office in Texas and have received state approval. Under this new provision, unless stated otherwise in a corporation's certificate of formation, directors and officers are presumed to act in good faith and are not personally liable for damages resulting from their actions unless they violate duties of good faith, loyalty, or due care, or engage in intentional misconduct, fraud, or knowing violations of the law.

Additionally, the bill requires that any allegations of intentional misconduct, fraud, or knowing violations must be stated with particularity regarding the circumstances. It also clarifies that this new section does not diminish any other defenses, presumptions, immunities, or privileges available under existing laws. The act is set to take effect on September 1, 2025.

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