BILL ANALYSIS |
S.B. 1568 |
By: Estes |
Business & Industry |
Committee Report (Unamended) |
BACKGROUND AND PURPOSE
Interested parties have expressed concern that certain statutory provisions have caused confusion concerning a shareholder's standing to institute or maintain a derivative proceeding after a corporation's shares, pursuant to a merger, are converted into cash or securities of another entity. These parties observe that a Texas court has clarified that a shareholder, in order to have standing, must own stock at the time of filing a derivative suit and continuously through the completion of the suit. S.B. 1568 seeks to address this issue by eliminating ambiguity in statutory provisions relating to derivative proceedings.
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RULEMAKING AUTHORITY
It is the committee's opinion that this bill does not expressly grant any additional rulemaking authority to a state officer, department, agency, or institution.
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ANALYSIS
S.B. 1568 amends the Business Organizations Code to remove the provision of law prohibiting statutory provisions governing fundamental business transactions of for-profit corporations and mergers, interest exchanges, conversions, and sales of assets from being construed to limit or terminate a shareholder's standing to institute or maintain a derivative proceeding on behalf of a corporation after a merger.
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EFFECTIVE DATE
September 1, 2011.
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