S.B. No. 29 amends the Texas Business Organizations Code to improve the governance and internal management of domestic entities. Key changes include a revised definition of "national securities exchange," which now encompasses exchanges registered under the Securities Exchange Act of 1934 or Texas stock exchanges approved by the securities commissioner. The bill allows managerial officials to consider laws and practices from other states without it being considered a breach of duty. It also mandates that internal claims be brought in Texas courts and permits waivers of the right to a jury trial in such cases. Additionally, the bill clarifies shareholder rights regarding the examination of corporate records, stipulating that certain electronic communications are excluded unless related to corporate actions.

Further amendments establish presumptions for directors and officers acting in good faith, making it more challenging for shareholders to bring actions against them unless they can prove fraud or intentional misconduct. The bill also outlines a framework for assessing the independence of directors involved in transactions with controlling shareholders, requiring preliminary and evidentiary hearings. It clarifies the rights of shareholders in derivative proceedings, including ownership requirements to initiate actions. Overall, the bill aims to enhance corporate governance, protect shareholder interests, and provide legal protections for directors and officers acting in good faith, while also allowing for the expansion or limitation of duties and liabilities in LLC agreements. The act will take effect immediately upon a two-thirds vote or on September 1, 2025, if that threshold is not met.

Statutes affected:
Introduced: Business Organizations Code 2.115, Business Organizations Code 4.051, Business Organizations Code 21.218, Business Organizations Code 21.416, Business Organizations Code 21.418, Business Organizations Code 21.551, Business Organizations Code 21.552, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562 (Business Organizations Code 2, Business Organizations Code 4, Business Organizations Code 21)
Senate Committee Report: Business Organizations Code 2.115, Business Organizations Code 21.218, Business Organizations Code 21.364, Business Organizations Code 21.365, Business Organizations Code 21.416, Business Organizations Code 21.418, Business Organizations Code 21.551, Business Organizations Code 21.552, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 101.401, Business Organizations Code 101.451, Business Organizations Code 101.452, Business Organizations Code 101.461, Business Organizations Code 101.502, Business Organizations Code 152.002, Business Organizations Code 153.401, Business Organizations Code 153.402, Business Organizations Code 153.411, Business Organizations Code 153.552 (Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 2, Business Organizations Code 153, Business Organizations Code 152, Business Organizations Code 21)
Engrossed: Business Organizations Code 2.115, Business Organizations Code 21.218, Business Organizations Code 21.364, Business Organizations Code 21.365, Business Organizations Code 21.416, Business Organizations Code 21.418, Business Organizations Code 21.551, Business Organizations Code 21.552, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 101.401, Business Organizations Code 101.451, Business Organizations Code 101.452, Business Organizations Code 101.461, Business Organizations Code 101.502, Business Organizations Code 152.002, Business Organizations Code 153.401, Business Organizations Code 153.402, Business Organizations Code 153.411, Business Organizations Code 153.552 (Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 2, Business Organizations Code 153, Business Organizations Code 152, Business Organizations Code 21)
House Committee Report: Business Organizations Code 2.115, Business Organizations Code 21.218, Business Organizations Code 21.364, Business Organizations Code 21.365, Business Organizations Code 21.416, Business Organizations Code 21.418, Business Organizations Code 21.551, Business Organizations Code 21.552, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 101.401, Business Organizations Code 101.461, Business Organizations Code 101.502, Business Organizations Code 152.002, Business Organizations Code 152.204, Business Organizations Code 153.411, Business Organizations Code 153.552 (Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 2, Business Organizations Code 153, Business Organizations Code 152, Business Organizations Code 21)
Enrolled: Business Organizations Code 2.115, Business Organizations Code 21.218, Business Organizations Code 21.364, Business Organizations Code 21.365, Business Organizations Code 21.416, Business Organizations Code 21.418, Business Organizations Code 21.551, Business Organizations Code 21.552, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 101.401, Business Organizations Code 101.461, Business Organizations Code 101.502, Business Organizations Code 152.002, Business Organizations Code 153.411, Business Organizations Code 153.552 (Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 2, Business Organizations Code 153, Business Organizations Code 152, Business Organizations Code 21)