By: Deshotel H.B. No. 2991
A BILL TO BE ENTITLED
AN ACT
relating to the reasonable relation of qualified transactions to
particular jurisdictions.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 271.004, Business and Commerce Code, is
amended to read as follows:
Sec. 271.004. DETERMINATION OF REASONABLE RELATION OF
TRANSACTION TO PARTICULAR JURISDICTION. (a) For purposes of this
chapter, a transaction bears a reasonable relation to a particular
jurisdiction if the transaction, the subject matter of the
transaction, or a party to the transaction is reasonably related to
that jurisdiction.
(b) A transaction bears a reasonable relation to a
particular jurisdiction if Transactions bearing a reasonable
relation to a particular jurisdiction include those in which:
(1) a party to the transaction is a resident of that
jurisdiction;
(2) a party to the transaction has the party's place of
business or, if that party has more than one place of business, the
party's chief executive office or an office from which the party
conducts a substantial part of the negotiations relating to the
transaction, in that jurisdiction;
(3) all or part of the subject matter of the
transaction is located in that jurisdiction;
(4) a party to the transaction is required to perform
in that jurisdiction a substantial part of the party's obligations
relating to the transaction, such as delivering payments; or
(5) a substantial part of the negotiations relating to
the transaction occurred in or from that jurisdiction and an
agreement relating to the transaction was signed in that
jurisdiction by a party to the transaction;
(6) all or part of the subject matter of the
transaction relates to the governing documents or internal affairs
of an entity formed under the laws of that jurisdiction, such as
matters relating to rights or obligations with respect to that
entity's membership or ownership interests, including agreements
among members or owners, agreements or options to acquire
membership or ownership interests, and debt or other securities
convertible into ownership interests; or
(7) all of the following are true: (A) all or part of
the subject matter of the transaction is a loan or other extension
of credit in which a party lends, advances, borrows, or receives, or
is obligated to lend or advance, or is entitled to borrow or
receive, funds or credit with an aggregate value of at least
$25,000,000, (B) there are at least three financial institutions or
other lenders or providers of credit party to the transaction, (C) a
party to the transaction has more than one place of business and has
an office in that particular jurisdiction, and (D) that particular
jurisdiction is part of the United States.
(c) If a transaction bears a reasonable relation to a
jurisdiction at the time that the parties enter into the
transaction, then the transaction continues to bear a reasonable
relation to that jurisdiction regardless of any subsequent change
in facts or circumstances with respect to the transaction, the
subject matter of the transaction, or any party to the transaction
and regardless of any modification, amendment, renewal, extension,
or restatement of any agreement relating to the transaction.
SECTION 2. This Act takes effect September 1, 2011.