Texas 2025 - 89th Regular

Texas Senate Bill SB1057

Filed
2/3/25  
Out of Senate Committee
3/31/25  
Voted on by Senate
4/10/25  
Out of House Committee
5/1/25  
Bill Becomes Law
 

Caption

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

Impact

The implementation of SB1057 is set to affect how nationally listed corporations in Texas manage shareholder proposals. By mandating that corporations provide detailed procedures for submitting proposals in proxy statements, the bill encourages transparency and accessibility for shareholders. This initiative could lead to increased shareholder engagement, potentially impacting corporate governance practices within these entities. The change aims to uphold shareholder rights while ensuring that the processes remain structured and delineated.

Summary

SB1057, relating to the submission and approval of certain proposals by shareholders of nationally listed corporations, aims to establish clearer regulations for how shareholders can propose matters for approval at corporate meetings. The bill introduces a defined process for shareholders to submit proposals, including specific requirements regarding the amount and duration of share ownership necessary to initiate such proposals. This structure seeks to empower shareholders and enhance corporate governance by ensuring their voices are formally recognized in significant corporate decisions.

Sentiment

The sentiment surrounding SB1057 appears to be broadly supportive among legislative members who recognize the importance of shareholder empowerment in corporate governance. Given its passage with significant majorities in both the Senate and House (27-3 and 140-5 respectively), the bill is generally viewed as a positive step towards enhancing the democratic processes within corporations. However, some concerns may exist regarding the feasibility of meeting the proposed ownership thresholds and the implications for smaller shareholders.

Contention

While SB1057 has garnered substantial legislative support, discussions surrounding the bill highlighted potential challenges, particularly for smaller shareholders who may find it difficult to meet the ownership requirements set forth. Critics might argue that these stipulations could inadvertently favor larger investors or institutional shareholders, potentially marginalizing the interests of individual or smaller shareholders. This aspect of the bill may necessitate further examination to ensure equitable access to governance rights.

Texas Constitutional Statutes Affected

Business Organizations Code

  • Chapter 21. For-profit Corporations
    • Section: New Section
    • Section: New Section
    • Section: New Section
    • Section: New Section
    • 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 HB4115

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

Similar Bills

CA AB1780

Corporations: shareholders’ meetings: remote communication.

LA HB225

Provides relative to minority shareholders of closely held corporations

CA AB2237

Corporations: corporate records.

CT HB06590

An Act Concerning The Connecticut Business Corporation Act.

HI SB201

Relating To Corporations.

HI SB18

Relating To Corporations.

HI SB18

Relating To Corporations.

HI HB149

Relating To Corporations.