89R11823 TYPED
By: Parker S.B. No. 1056
A BILL TO BE ENTITLED
AN ACT
relating to a presumption of good faith for directors and officers
of certain domestic corporations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subchapter J, Chapter 21, Business Organizations
Code, is amended by adding Section 21.4015 to read as follows:
Sec. 21.4015. PRESUMPTION OF GOOD FAITH. (a) This section
applies only to a corporation that:
(1) is formed under the laws of this state;
(2) has a class of equity securities registered under
Section 12(b) of the Securities Exchange Act of 1934;
(3) is admitted to listing on a national securities
exchange; and
(4) either:
(A) has its principal office in this state; or
(B) is admitted to listing on a stock exchange
that:
(i) has its principal office in this state;
and
(ii) has received approval by the state
pursuant to Subchapter C, Chapter 4005, Government Code.
(b) Unless otherwise provided in a corporation's
certificate of formation, a director or officer of a corporation
described by Subsection (a) of this section is presumed to act in
good faith, on an informed basis, and with a view to the interests
of the corporation.
(c) Unless otherwise provided in a corporation's
certificate of formation, a director or officer of a corporation
described by Subsection (a) of this section will not be personally
liable for damages resulting from actions or failures to act in
their capacity as director or officer unless the director or
officer:
(1) violated a duty of good faith, loyalty, or due
care; and
(2) engaged in intentional misconduct, fraud, or
knowing violation of the law.
(d) In alleging intentional misconduct, fraud, or knowing
violation of the law pursuant to Subdivision (c)(2), a party must
state with particularity the circumstances constituting such
intentional misconduct, fraud, or knowing violation of the law.
(e) This section does not abrogate, preempt, or lessen any
other defense, presumption, immunity, or privilege available under
other constitutional, statutory, case, or common law or rule
provisions.
SECTION 2. This Act takes effect September 1, 2025.