Texas 2011 - 82nd Regular

Texas House Bill HB2991 Compare Versions

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1	1	By: Deshotel (Senate Sponsor - Carona) H.B. No. 2991
2	2	(In the Senate - Received from the House April 26, 2011;
3	3	April 27, 2011, read first time and referred to Committee on
4	4	Business and Commerce; May 3, 2011, reported favorably by the
5	5	following vote: Yeas 8, Nays 0; May 3, 2011, sent to printer.)
6	6
7	7
8	8	A BILL TO BE ENTITLED
9	9	AN ACT
10	10	relating to a determination of the reasonable relation of certain
11	11	transactions to particular jurisdictions.
12	12	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
13	13	SECTION 1. Section 271.004, Business & Commerce Code, is
14	14	amended by amending Subsection (b) and adding Subsection (c) to
15	15	read as follows:
16	16	(b) A transaction bearing [bears] a reasonable relation to a
17	17	particular jurisdiction includes [if]:
18	18	(1) a transaction in which:
19	19	(A) a party to the transaction is a resident of
20	20	that jurisdiction;
21	21	(B) [(2)] a party to the transaction has the
22	22	party's place of business or, if that party has more than one place
23	23	of business, the party's chief executive office or an office from
24	24	which the party conducts a substantial part of the negotiations
25	25	relating to the transaction, in that jurisdiction;
26	26	(C) [(3)] all or part of the subject matter of
27	27	the transaction is located in that jurisdiction;
28	28	(D) [(4)] a party to the transaction is required
29	29	to perform in that jurisdiction a substantial part of the party's
30	30	obligations relating to the transaction, such as delivering
31	31	payments; [or]
32	32	(E) [(5)] a substantial part of the negotiations
33	33	relating to the transaction occurred in or from that jurisdiction
34	34	and an agreement relating to the transaction was signed in that
35	35	jurisdiction by a party to the transaction; or
36	36	(F) all or part of the subject matter of the
37	37	transaction is related to the governing documents or internal
38	38	affairs of an entity formed under the laws of that jurisdiction,
39	39	such as:
40	40	(i) an agreement among members or owners of
41	41	the entity, an agreement or option to acquire a membership or
42	42	ownership interest in the entity, and the conversion of debt or
43	43	other securities into an ownership interest in the entity; and
44	44	(ii) any other matter relating to rights or
45	45	obligations with respect to the entity's membership or ownership
46	46	interests; and
47	47	(2) a transaction in which:
48	48	(A) all or part of the subject matter of the
49	49	transaction is a loan or other extension of credit in which a party
50	50	lends, advances, borrows, or receives, or is obligated to lend or
51	51	advance or entitled to borrow or receive, money or credit with an
52	52	aggregate value of at least $25 million;
53	53	(B) at least three financial institutions or
54	54	other lenders or providers of credit are parties to the
55	55	transaction;
56	56	(C) the particular jurisdiction is in the United
57	57	States; and
58	58	(D) a party to the transaction has more than one
59	59	place of business and has an office in that particular
60	60	jurisdiction.
61	61	(c) If a transaction bears a reasonable relation to a
62	62	particular jurisdiction at the time the parties enter into the
63	63	transaction, the transaction shall continue to bear a reasonable
64	64	relation to that jurisdiction regardless of:
65	65	(1) any subsequent change in facts or circumstances
66	66	with respect to the transaction, the subject matter of the
67	67	transaction, or any party to the transaction; or
68	68	(2) any modification, amendment, renewal, extension,
69	69	or restatement of any agreement relating to the transaction.
70	70	SECTION 2. The changes in law made by this Act apply only to
71	71	a transaction entered into on or after the effective date of this
72	72	Act. A transaction entered into before the effective date of this
73	73	Act is governed by the law in effect on the date the transaction was
74	74	entered into, and the former law is continued in effect for that
75	75	purpose.
76	76	SECTION 3. This Act takes effect September 1, 2011.
77	77	* * * * *