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A BILL TO BE ENTITLED
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AN ACT
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relating to remedies for oppression of minority shareholders by |
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directors of closely held corporations. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subchapter E, Chapter 21, Business Organizations |
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Code, is amended by adding Section 21.227 to read as follows: |
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Sec. 21.227. REMEDIES FOR SHAREHOLDER OPPRESSION IN CLOSELY |
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HELD CORPORATIONS. (a) In this section, "closely held corporation" |
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has the meaning assigned by Section 21.563. |
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(b) If, in an action by a minority shareholder of a closely |
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held corporation, it is established that the actions of the board of |
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directors of the corporation are oppressive with respect to the |
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shareholder, the court may order, in addition to any remedy |
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authorized by this code, any legal or equitable remedy the court |
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determines appropriate under the circumstances, including: |
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(1) the appointment of a fiscal agent to periodically |
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report to the court; |
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(2) the retention of jurisdiction by the court; |
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(3) an accounting of allegedly misappropriated funds; |
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(4) an injunction against the oppressive conduct; |
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(5) payment of a dividend; |
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(6) a buyout of the minority shareholder's shares; |
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(7) authorization for the minority shareholder to |
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purchase additional stock; and |
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(8) payment of damages caused by the oppressive |
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conduct. |
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SECTION 2. The change in law made by this Act applies only |
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to oppressive conduct that occurs on or after the effective date of |
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this Act. |
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SECTION 3. This Act takes effect September 1, 2015. |