| 1 | 1 | | By: Harrison H.B. No. 184 |
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| 2 | 2 | | |
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| 3 | 3 | | |
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| 4 | 4 | | A BILL TO BE ENTITLED |
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| 5 | 5 | | AN ACT |
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| 6 | 6 | | relating to the duty of the board of directors of a corporation to |
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| 7 | 7 | | maximize the value of the corporation's shares. |
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| 8 | 8 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 9 | 9 | | SECTION 1. Section 21.401, Business Organizations Code, is |
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| 10 | 10 | | amended by adding Subsection (f) to read as follows: |
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| 11 | 11 | | (f) Notwithstanding any other law, in discharging the |
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| 12 | 12 | | duties of a director, the director shall act to maximize the value |
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| 13 | 13 | | of the corporation's shares. It is considered a breach of the |
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| 14 | 14 | | director's fiduciary duty if the director prioritizes another |
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| 15 | 15 | | consideration over the maximization of the value of the |
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| 16 | 16 | | corporation's shares. |
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| 17 | 17 | | SECTION 2. This Act applies only to an action taken by the |
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| 18 | 18 | | board of directors of a corporation on or after the effective date |
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| 19 | 19 | | of this Act. |
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| 20 | 20 | | SECTION 3. This Act takes effect on the 91st day after the |
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| 21 | 21 | | last day of the legislative session. |
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