| |
| |
|
|
A BILL TO BE ENTITLED
|
|
|
AN ACT
|
|
|
relating to the burden of proof in certain derivative proceedings. |
|
|
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
|
|
SECTION 1. Subchapter L, Chapter 21, Business Organizations |
|
|
Code, is amended by adding Section 21.5525 to read as follows: |
|
|
Sec. 21.5525. BURDEN OF PROOF IN CERTAIN DERIVATIVE |
|
|
PROCEEDINGS. Notwithstanding any other law, in a derivative |
|
|
proceeding by a shareholder that alleges an act or omission related |
|
|
to the improper consideration of environmental, social, and |
|
|
governance criteria in the performance of the act or omission, the |
|
|
burden of proof is on the corporation to prove the act or omission |
|
|
was in the best interest of the corporation. |
|
|
SECTION 2. Section 21.5525, Business Organizations Code, as |
|
|
added by this Act, applies only to an action commenced on or after |
|
|
the effective date of this Act. An action commenced before the |
|
|
effective date of this Act is governed by the law as it existed |
|
|
immediately before the effective date of this Act, and the former |
|
|
law is continued in effect for that purpose. |
|
|
SECTION 3. This Act takes effect September 1, 2023. |