S.B. No. 1239 amends the Business & Commerce Code to clarify the choice of law and the assignment or acquisition of claims related to certificated and uncertificated securities, particularly those issued by foreign states. The bill introduces new provisions that specify that if a security is deemed invalid under the local law of the issuer's jurisdiction, the governing law agreed upon by the issuer will dictate the consequences of that invalidity. Additionally, it establishes that purchasers of such securities will acquire various claims and demands from the transferor, including claims for damages against the issuer and other parties involved, regardless of whether these claims were known at the time of transfer.

Furthermore, the bill allows for the governing law specified in the terms of a security to apply retroactively to all related issues, and it permits modifications to the terms of a security with less than unanimous consent. This includes the ability to choose a different jurisdiction's law to govern the security, with such amendments also applying retroactively unless otherwise agreed in writing. The act is set to take effect on September 1, 2025.

Statutes affected:
Introduced: Commerce Code 8.110, Commerce Code 8.302, Commerce Code 271.005 (Commerce Code 8, Commerce Code 271)
Senate Committee Report: Commerce Code 8.110, Commerce Code 8.302, Commerce Code 271.005 (Commerce Code 8, Commerce Code 271)
Engrossed: Commerce Code 8.110, Commerce Code 8.302, Commerce Code 271.005 (Commerce Code 8, Commerce Code 271)
House Committee Report: Commerce Code 8.110, Commerce Code 8.302, Commerce Code 271.005 (Commerce Code 8, Commerce Code 271)
Enrolled: Commerce Code 8.110, Commerce Code 8.302, Commerce Code 271.005 (Commerce Code 8, Commerce Code 271)