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A BILL TO BE ENTITLED
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AN ACT
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relating to a determination of the reasonable relation of certain |
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transactions to particular jurisdictions. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 271.004, Business & Commerce Code, is |
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amended by amending Subsection (b) and adding Subsection (c) to |
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read as follows: |
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(b) A transaction bearing [bears] a reasonable relation to a |
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particular jurisdiction includes [if]: |
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(1) a transaction in which: |
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(A) a party to the transaction is a resident of |
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that jurisdiction; |
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(B) [(2)] a party to the transaction has the |
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party's place of business or, if that party has more than one place |
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of business, the party's chief executive office or an office from |
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which the party conducts a substantial part of the negotiations |
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relating to the transaction, in that jurisdiction; |
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(C) [(3)] all or part of the subject matter of |
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the transaction is located in that jurisdiction; |
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(D) [(4)] a party to the transaction is required |
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to perform in that jurisdiction a substantial part of the party's |
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obligations relating to the transaction, such as delivering |
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payments; [or] |
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(E) [(5)] a substantial part of the negotiations |
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relating to the transaction occurred in or from that jurisdiction |
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and an agreement relating to the transaction was signed in that |
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jurisdiction by a party to the transaction; or |
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(F) all or part of the subject matter of the |
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transaction is related to the governing documents or internal |
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affairs of an entity formed under the laws of that jurisdiction, |
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such as: |
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(i) an agreement among members or owners of |
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the entity, an agreement or option to acquire a membership or |
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ownership interest in the entity, and the conversion of debt or |
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other securities into an ownership interest in the entity; and |
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(ii) any other matter relating to rights or |
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obligations with respect to the entity's membership or ownership |
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interests; and |
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(2) a transaction in which: |
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(A) all or part of the subject matter of the |
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transaction is a loan or other extension of credit in which a party |
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lends, advances, borrows, or receives, or is obligated to lend or |
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advance or entitled to borrow or receive, money or credit with an |
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aggregate value of at least $25 million; |
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(B) at least three financial institutions or |
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other lenders or providers of credit are parties to the |
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transaction; |
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(C) the particular jurisdiction is in the United |
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States; and |
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(D) a party to the transaction has more than one |
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place of business and has an office in that particular |
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jurisdiction. |
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(c) If a transaction bears a reasonable relation to a |
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particular jurisdiction at the time the parties enter into the |
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transaction, the transaction shall continue to bear a reasonable |
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relation to that jurisdiction regardless of: |
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(1) any subsequent change in facts or circumstances |
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with respect to the transaction, the subject matter of the |
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transaction, or any party to the transaction; or |
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(2) any modification, amendment, renewal, extension, |
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or restatement of any agreement relating to the transaction. |
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SECTION 2. The changes in law made by this Act apply only to |
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a transaction entered into on or after the effective date of this |
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Act. A transaction entered into before the effective date of this |
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Act is governed by the law in effect on the date the transaction was |
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entered into, and the former law is continued in effect for that |
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purpose. |
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SECTION 3. This Act takes effect September 1, 2011. |