By: Estes S.B. No. 1568
(In the Senate - Filed March 11, 2011; March 23, 2011, read
first time and referred to Committee on Business and Commerce;
April 13, 2011, reported favorably by the following vote: Yeas 9,
Nays 0; April 13, 2011, sent to printer.)
A BILL TO BE ENTITLED
AN ACT
relating to shareholder standing after a merger.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 21.552, Business Organizations Code, is
amended to read as follows:
Sec. 21.552. STANDING TO BRING PROCEEDING. [(a)] A
shareholder may not institute or maintain a derivative proceeding
unless:
(1) the shareholder:
(A) was a shareholder of the corporation at the
time of the act or omission complained of; or
(B) became a shareholder by operation of law from
a person that was a shareholder at the time of the act or omission
complained of; and
(2) the shareholder fairly and adequately represents
the interests of the corporation in enforcing the right of the
corporation.
[(b) To the extent a shareholder of a corporation has
standing to institute or maintain a derivative proceeding on behalf
of the corporation immediately before a merger, Subchapter J or
Chapter 10 may not be construed to limit or terminate the
shareholder's standing after the merger.]
SECTION 2. This Act takes effect September 1, 2011.
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