| 1 | 1 | | 89R11823 TYPED |
|---|
| 2 | 2 | | By: Parker S.B. No. 1056 |
|---|
| 3 | 3 | | |
|---|
| 4 | 4 | | |
|---|
| 5 | 5 | | |
|---|
| 6 | 6 | | |
|---|
| 7 | 7 | | A BILL TO BE ENTITLED |
|---|
| 8 | 8 | | AN ACT |
|---|
| 9 | 9 | | relating to a presumption of good faith for directors and officers |
|---|
| 10 | 10 | | of certain domestic corporations. |
|---|
| 11 | 11 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
|---|
| 12 | 12 | | SECTION 1. Subchapter J, Chapter 21, Business Organizations |
|---|
| 13 | 13 | | Code, is amended by adding Section 21.4015 to read as follows: |
|---|
| 14 | 14 | | Sec. 21.4015. PRESUMPTION OF GOOD FAITH. (a) This section |
|---|
| 15 | 15 | | applies only to a corporation that: |
|---|
| 16 | 16 | | (1) is formed under the laws of this state; |
|---|
| 17 | 17 | | (2) has a class of equity securities registered under |
|---|
| 18 | 18 | | Section 12(b) of the Securities Exchange Act of 1934; |
|---|
| 19 | 19 | | (3) is admitted to listing on a national securities |
|---|
| 20 | 20 | | exchange; and |
|---|
| 21 | 21 | | (4) either: |
|---|
| 22 | 22 | | (A) has its principal office in this state; or |
|---|
| 23 | 23 | | (B) is admitted to listing on a stock exchange |
|---|
| 24 | 24 | | that: |
|---|
| 25 | 25 | | (i) has its principal office in this state; |
|---|
| 26 | 26 | | and |
|---|
| 27 | 27 | | (ii) has received approval by the state |
|---|
| 28 | 28 | | pursuant to Subchapter C, Chapter 4005, Government Code. |
|---|
| 29 | 29 | | (b) Unless otherwise provided in a corporation's |
|---|
| 30 | 30 | | certificate of formation, a director or officer of a corporation |
|---|
| 31 | 31 | | described by Subsection (a) of this section is presumed to act in |
|---|
| 32 | 32 | | good faith, on an informed basis, and with a view to the interests |
|---|
| 33 | 33 | | of the corporation. |
|---|
| 34 | 34 | | (c) Unless otherwise provided in a corporation's |
|---|
| 35 | 35 | | certificate of formation, a director or officer of a corporation |
|---|
| 36 | 36 | | described by Subsection (a) of this section will not be personally |
|---|
| 37 | 37 | | liable for damages resulting from actions or failures to act in |
|---|
| 38 | 38 | | their capacity as director or officer unless the director or |
|---|
| 39 | 39 | | officer: |
|---|
| 40 | 40 | | (1) violated a duty of good faith, loyalty, or due |
|---|
| 41 | 41 | | care; and |
|---|
| 42 | 42 | | (2) engaged in intentional misconduct, fraud, or |
|---|
| 43 | 43 | | knowing violation of the law. |
|---|
| 44 | 44 | | (d) In alleging intentional misconduct, fraud, or knowing |
|---|
| 45 | 45 | | violation of the law pursuant to Subdivision (c)(2), a party must |
|---|
| 46 | 46 | | state with particularity the circumstances constituting such |
|---|
| 47 | 47 | | intentional misconduct, fraud, or knowing violation of the law. |
|---|
| 48 | 48 | | (e) This section does not abrogate, preempt, or lessen any |
|---|
| 49 | 49 | | other defense, presumption, immunity, or privilege available under |
|---|
| 50 | 50 | | other constitutional, statutory, case, or common law or rule |
|---|
| 51 | 51 | | provisions. |
|---|
| 52 | 52 | | SECTION 2. This Act takes effect September 1, 2025. |
|---|