84R9787 AJA-D
By: Simmons H.B. No. 3168
A BILL TO BE ENTITLED
AN ACT
relating to remedies for oppression of minority shareholders by
directors of closely held corporations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subchapter E, Chapter 21, Business Organizations
Code, is amended by adding Section 21.227 to read as follows:
Sec. 21.227. REMEDIES FOR SHAREHOLDER OPPRESSION IN CLOSELY
HELD CORPORATIONS. (a) In this section, "closely held corporation"
has the meaning assigned by Section 21.563.
(b) If, in an action by a minority shareholder of a closely
held corporation, it is established that the actions of the board of
directors of the corporation are oppressive with respect to the
shareholder, the court may order, in addition to any remedy
authorized by this code, any legal or equitable remedy the court
determines appropriate under the circumstances, including:
(1) the appointment of a fiscal agent to periodically
report to the court;
(2) the retention of jurisdiction by the court;
(3) an accounting of allegedly misappropriated funds;
(4) an injunction against the oppressive conduct;
(5) payment of a dividend;
(6) a buyout of the minority shareholder's shares;
(7) authorization for the minority shareholder to
purchase additional stock; and
(8) payment of damages caused by the oppressive
conduct.
SECTION 2. The change in law made by this Act applies only
to oppressive conduct that occurs on or after the effective date of
this Act.
SECTION 3. This Act takes effect September 1, 2015.