Texas 2025 - 89th Regular

Texas House Bill HB4115

Filed
3/7/25  
Out of Senate Committee
 
Voted on by Senate
 
Governor Action
 
Bill Becomes Law
 

Caption

Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Impact

The proposed changes in HB 4115 are significant as they establish a structured pathway for shareholders to voice their proposals. This legislative move is seen as a way to empower shareholders by allowing them greater influence over corporate decisions while ensuring that the corporations maintain some operational control through their governing documents. Specifically, shareholders need to hold a minimum value of shares or a percentage of voting shares and must solicit substantial support from other shareholders to submit a proposal, which stresses the importance of collective action among investors.

Summary

House Bill 4115 aims to amend the Texas Business Organizations Code to outline the protocols for the submission and approval of shareholder proposals by nationally listed corporations. The bill defines a 'nationally listed corporation' as one that has its equity securities registered and is admitted to listing on a national securities exchange, with specific criteria for Texas-based or Texas-approved corporations. The legislation allows shareholders, under certain conditions, to propose agenda items for consideration and approval during shareholder meetings.

Sentiment

The sentiment regarding HB 4115 is mixed. Supporters argue that the bill is essential for enhancing corporate governance by providing shareholders a mechanism to address corporate accountability. They believe that enabling shareholder proposals will lead to more democratic processes within corporations. However, critics raise concerns that the bill may favor larger shareholders over smaller ones, potentially marginalizing their voices in corporate governance. This tension reflects broader themes of equity and democratization of corporate power.

Contention

Notably, the bill has sparked debate about the extent to which shareholders should influence corporate governance. There are concerns that while the bill seeks to facilitate shareholder engagement, it may inadvertently create bartering power dynamics that prioritize larger, institutional investors over individuals or smaller shareholders. The requirement for a significant portion of voting power to support proposals also raises questions about accessibility and equitable representation in corporate decision-making, highlighting a fundamental tension between market power and democratic principles in corporate governance.

Texas Constitutional Statutes Affected

Business Organizations Code

  • Chapter 21. For-profit Corporations
    • Section: New Section
    • Section: New Section
    • Section: New Section

Government Code

  • Chapter 4005. Exemptions
    • Section: New Section
    • Section: New Section
    • Section: New Section

Companion Bills

TX SB1057

Identical Relating to the submission and approval of certain proposals by shareholders of nationally listed corporations.

Previously Filed As

TX SB1060

Relating to the adoption of political shareholder proposals by insurers and insurer holding companies.

TX HB615

Relating to authorizing certain projects to be undertaken by economic development corporations.

TX HB4993

Relating to the authority of a development corporation created by the Gulf Coast Authority to finance certain projects.

TX SB1514

Relating to business entities and nonprofit entities.

TX HB4279

Relating to business entities and nonprofit entities.

TX HB2368

Relating to requirements for certain skills development fund grant proposals.

TX HB3265

Relating to the submission of certain reports by the Health and Human Services Commission.

TX HB3899

Relating to the issuance of bonds by certain local government corporations.

TX SB895

Relating to the regulation of money services businesses; creating a criminal offense; creating administrative penalties; authorizing the imposition of a fee.

TX SB1246

Relating to authorized investments of public money by certain governmental entities and the confidentiality of certain information related to those investments.

Similar Bills

No similar bills found.