Relating to information required to be disclosed by certain investors of publicly traded companies whose headquarters are located in this state; creating an offense.
Impact
The implementation of HB2382 will have a notable impact on Texas securities law, primarily by establishing stricter disclosure requirements for activist investors. This will not only affect the investors themselves but also publicly traded companies within Texas, as they will need to adapt their governance and compliance frameworks to accommodate these disclosures. The bill is intended to curb the potential for manipulation by activist investors, ensuring that any changes proposed by these individuals or groups are made with full disclosure of their intentions and financial backing, ultimately resulting in a more level playing field for all shareholders involved.
Summary
House Bill 2382, known as the Bring Business to Texas and Fairness in Disclosure Act, is designed to enhance transparency regarding activist investors within Texas-based publicly traded companies. The bill mandates that individuals deemed as activist investors must disclose significant information about their ownership and intentions to the Securities Commissioner. This includes details about their plans related to directors or shareholder proposals, thereby ensuring full visibility into the motivations behind their investments. The aim is to foster a transparent investment environment, which supporters argue will protect the interests of local businesses and shareholders alike.
Contention
Despite its intended benefits, the bill has sparked controversy among various stakeholders. Critics argue that these additional disclosure requirements may deter investment in Texas-based companies, as potential investors might be discouraged by the perceived lack of privacy and the burden of compliance. Additionally, there are concerns regarding the potential chilling effect on legitimate activism within corporate governance, as individuals might hesitate to engage in shareholder proposals due to the fear of retribution or increased scrutiny resulting from public disclosures. This tension between transparency and the free market remains a central point of discussion surrounding the bill.
Relating to authorized investments of public money by certain governmental entities and the confidentiality of certain information related to those investments.
Relating to state contracts with Chinese companies and investments in Chinese companies and certain companies doing business with China; authorizing a civil penalty.
Relating to the fiduciary responsibility of the governing body of the public retirement systems in this state and the investment managers and proxy advisors acting on behalf of those systems.
Relating to measures to address public safety threats in this state presented by transnational criminal activity, including by establishing a Texas Border Force, and to compensate persons affected by those threats; increasing criminal penalties; creating criminal offenses.
Relating to the regulation of money services businesses; creating a criminal offense; creating administrative penalties; authorizing the imposition of a fee.
Relating to the establishment of a terrorist offender registry and to the supervision of those terrorist offenders; creating criminal offenses related to terrorism.
Relating to the establishment of a terrorist offender registry and to the supervision of those terrorist offenders; creating criminal offenses related to terrorism.
Protecting Americans’ Retirement Savings from Politics Act Businesses Over Activists Act Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023 American FIRST Act of 2023 American Financial Institution Regulatory Sovereignty and Transparency Act of 2023
Calling on major United States companies still operating in the Russian Federation to reconsider their continued presence given Russia's full-scale invasion of Ukraine.
Requires certain contracting entities to submit information to the legislative auditor prior to contracting with a state agency or receiving state monies (RE INCREASE GF EX See Note)