By: Deshotel (Senate Sponsor - Carona) H.B. No. 2991
(In the Senate - Received from the House April 26, 2011;
April 27, 2011, read first time and referred to Committee on
Business and Commerce; May 3, 2011, reported favorably by the
following vote: Yeas 8, Nays 0; May 3, 2011, sent to printer.)
A BILL TO BE ENTITLED
AN ACT
relating to a determination of the reasonable relation of certain
transactions to particular jurisdictions.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 271.004, Business & Commerce Code, is
amended by amending Subsection (b) and adding Subsection (c) to
read as follows:
(b) A transaction bearing [bears] a reasonable relation to a
particular jurisdiction includes [if]:
(1) a transaction in which:
(A) a party to the transaction is a resident of
that jurisdiction;
(B) [(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;
(C) [(3)] all or part of the subject matter of
the transaction is located in that jurisdiction;
(D) [(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]
(E) [(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; or
(F) all or part of the subject matter of the
transaction is related to the governing documents or internal
affairs of an entity formed under the laws of that jurisdiction,
such as:
(i) an agreement among members or owners of
the entity, an agreement or option to acquire a membership or
ownership interest in the entity, and the conversion of debt or
other securities into an ownership interest in the entity; and
(ii) any other matter relating to rights or
obligations with respect to the entity's membership or ownership
interests; and
(2) a transaction in which:
(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 entitled to borrow or receive, money or credit with an
aggregate value of at least $25 million;
(B) at least three financial institutions or
other lenders or providers of credit are parties to the
transaction;
(C) the particular jurisdiction is in the United
States; and
(D) a party to the transaction has more than one
place of business and has an office in that particular
jurisdiction.
(c) If a transaction bears a reasonable relation to a
particular jurisdiction at the time the parties enter into the
transaction, the transaction shall continue to bear a reasonable
relation to that jurisdiction regardless of:
(1) any subsequent change in facts or circumstances
with respect to the transaction, the subject matter of the
transaction, or any party to the transaction; or
(2) any modification, amendment, renewal, extension,
or restatement of any agreement relating to the transaction.
SECTION 2. The changes in law made by this Act apply only to
a transaction entered into on or after the effective date of this
Act. A transaction entered into before the effective date of this
Act is governed by the law in effect on the date the transaction was
entered into, and the former law is continued in effect for that
purpose.
SECTION 3. This Act takes effect September 1, 2011.
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