Texas 2025 - 89th Regular

Texas House Bill HB3929 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	89R9915 AJA-F
2	2	By: Lambert H.B. No. 3929
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7	7	A BILL TO BE ENTITLED
8	8	AN ACT
9	9	relating to choice of law and assignment or acquisition of claims
10	10	and demands in connection with certificated and uncertificated
11	11	securities.
12	12	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
13	13	SECTION 1. Section 8.110, Business & Commerce Code, is
14	14	amended by adding Subsection (g) to read as follows:
15	15	(g) If a security is determined not to be valid under the
16	16	local law of the issuer's jurisdiction, the law of the jurisdiction
17	17	agreed by the issuer of the security to govern the construction or
18	18	interpretation of documents evidencing or containing the terms of
19	19	the security and matters arising out of or relating to the security
20	20	and documents, including the enforceability of the security and the
21	21	rights and remedies available to a purchaser of such a security,
22	22	governs the consequences to the issuer and the purchaser of the
23	23	invalidity.
24	24	SECTION 2. Section 8.302, Business & Commerce Code, is
25	25	amended by adding Subsections (d) and (e) to read as follows:
26	26	(d) The rights acquired by a purchaser of a certificated or
27	27	uncertificated security, unless otherwise agreed in writing,
28	28	include, without limitation, all of the following claims and
29	29	demands of the transferor, regardless of whether the claims and
30	30	demands are known to exist:
31	31	(1) a claim or demand for damages or rescission
32	32	against the issuer or other party to the security;
33	33	(2) a claim or demand for damages against the trustee,
34	34	depositary, or other party under any indenture under which the
35	35	security was issued or is outstanding;
36	36	(3) a claim or demand for damages against any issuer,
37	37	underwriter, trustee, depositary, guarantor, or other party to the
38	38	obligations of the issuer; and
39	39	(4) a claim or demand to enforce any rights of a
40	40	securityholder under the terms of the security, including rights
41	41	arising prior to the date of the transfer.
42	42	(e) Except as specifically provided by statute with respect
43	43	to assignments of the claims and demands of a transferor to the
44	44	purchaser of a certificated or uncertificated security, no issuer
45	45	or other party subject to any obligation, or to any claim or demand
46	46	for damages, with respect to any such security may assert a defense
47	47	to such an obligation, claim, or demand, or assert a claim against
48	48	the purchaser, based on the intent of the purchaser, or an assignor
49	49	or assignee of the purchaser, to assert or pursue through
50	50	litigation or other lawful means the enforcement of the purchaser's
51	51	rights thereto.
52	52	SECTION 3. Section 271.005, Business & Commerce Code, is
53	53	amended by adding Subsections (a-1) and (c) to read as follows:
54	54	(a-1) Unless otherwise agreed in writing, the choice of
55	55	governing law specified in the terms applicable to a certificated
56	56	or uncertificated security issued in a qualified transaction,
57	57	including any change in that governing law, applies retroactively
58	58	to all issues relating to the security.
59	59	(c) A security issued in a qualified transaction may be
60	60	modified or amended, in accordance with the security's terms, to
61	61	permit amendment of the terms of the security by less than unanimous
62	62	consent, and to choose the law of a different jurisdiction to govern
63	63	the security. An amendment described by this subsection applies
64	64	retroactively unless otherwise agreed by the parties in writing.
65	65	SECTION 4. This Act takes effect September 1, 2025.