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A BILL TO BE ENTITLED
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AN ACT
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relating to the duty of the board of directors of a corporation to |
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maximize the value of the corporation's shares. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 21.401, Business Organizations Code, is |
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amended by adding Subsection (f) to read as follows: |
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(f) Notwithstanding any other law, in discharging the |
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duties of a director, the director shall act to maximize the value |
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of the corporation's shares. It is considered a breach of the |
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director's fiduciary duty if the director prioritizes another |
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consideration over the maximization of the value of the |
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corporation's shares. |
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SECTION 2. This Act applies only to an action taken by the |
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board of directors of a corporation on or after the effective date |
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of this Act. |
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SECTION 3. This Act takes effect immediately if it receives |
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a vote of two-thirds of all the members elected to each house, as |
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provided by Section 39, Article III, Texas Constitution. If this |
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Act does not receive the vote necessary for immediate effect, this |
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Act takes effect September 1, 2025. |