Texas 2025 - 89th Regular

Texas Senate Bill SB1057

Filed
2/3/25  
Out of Senate Committee
3/31/25  
Voted on by House
 
Governor Action
 
Bill Becomes Law
 

Caption

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Impact

The implications of SB 1057 on state laws involve significant changes to the Business Organizations Code, specifically targeting the rights of shareholders in publicly traded companies. By codifying the procedures for shareholder proposals, the bill aims to streamline participation in corporate governance, thus granting more influence to shareholders in managerial decisions. These provisions could lead to increased accountability among corporate leaders as they will have to consider the proposals put forth by their shareholders more seriously, potentially fostering a more participatory corporate environment.

Summary

Senate Bill 1057 aims to regulate the submission and approval process for shareholder proposals within nationally listed corporations in Texas. The bill establishes a framework that allows shareholders to submit proposals for approval at corporate meetings provided they meet certain criteria, including holding a specified amount of voting shares for a minimum period. This legislative measure seeks to enhance shareholder engagement and transparency by outlining the necessary steps for shareholders to propose changes or new initiatives within their corporations.

Sentiment

The sentiment surrounding SB 1057 appears to be generally supportive among proponents of corporate governance reform. Supporters argue that the bill enhances the democratic process within corporations by empowering shareholders, allowing them to voice their opinions and requests more effectively. This could lead to better alignment between a corporation's operations and the interests of its investor base. However, there may be some concerns voiced by opponents regarding the implementation of these changes and whether it could lead to unnecessary complications in corporate decision-making processes.

Contention

Notable points of contention revolve around the thresholds established for shareholders to submit proposals, which some critics might view as too restrictive. For instance, requiring shareholders to hold a minimum market value of shares or a specific percentage of shares to gain proposal rights could disadvantage smaller investors. The debate may focus on balancing the interests of larger institutional investors with the rights of individual shareholders, ensuring that the bill does not inadvertently sideline smaller voices in corporate governance.

Texas Constitutional Statutes Affected

Business Organizations Code

  • Chapter 21. For-profit Corporations
    • Section: New Section
    • Section: New Section
    • Section: New Section
    • Section: New Section

Government Code

  • Chapter 4005. Exemptions
    • Section: New Section

Companion Bills

TX HB4115

Same As Relating to shareholder proposals submitted to certain domestic corporations.

Similar Bills

HI HB149

Relating To Corporations.

HI SB57

Relating To Corporations.

LA HB567

Provides with respect to various credits, deductions, exclusions, and exemptions associated with corporate income tax

TX HB4115

Relating to shareholder proposals submitted to certain domestic corporations.

TX SB2337

Relating to the provision of proxy advisory services in connection with certain entities domiciled in this state.

TX HB4079

Relating to the provision of proxy advisory services in connection with certain entities domiciled in this state.

TX HB3244

Relating to shareholder standing to institute or maintain a derivative proceeding after a merger.

TX SB1568

Relating to shareholder standing after a merger.