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A BILL TO BE ENTITLED
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AN ACT
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relating to a presumption of good faith for directors and officers |
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of certain domestic corporations. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subchapter J, Chapter 21, Business Organizations |
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Code, is amended by adding Section 21.4015 to read as follows: |
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Sec. 21.4015. PRESUMPTION OF GOOD FAITH. (a) This section |
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applies only to a corporation that: |
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(1) is formed under the laws of this state; |
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(2) has a class of equity securities registered under |
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Section 12(b) of the Securities Exchange Act of 1934; |
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(3) is admitted to listing on a national securities |
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exchange; and |
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(4) either: |
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(A) has its principal office in this state; or |
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(B) is admitted to listing on a stock exchange |
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that: |
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(i) has its principal office in this state; |
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and |
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(ii) has received approval by the state |
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pursuant to Subchapter C, Chapter 4005, Government Code. |
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(b) Unless otherwise provided in a corporation's |
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certificate of formation, a director or officer of a corporation |
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described by Subsection (a) of this section is presumed to act in |
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good faith, on an informed basis, and with a view to the interests |
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of the corporation. |
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(c) Unless otherwise provided in a corporation's |
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certificate of formation, a director or officer of a corporation |
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described by Subsection (a) of this section will not be personally |
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liable for damages resulting from actions or failures to act in |
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their capacity as director or officer unless the director or |
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officer: |
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(1) violated a duty of good faith, loyalty, or due |
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care; and |
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(2) engaged in intentional misconduct, fraud, or |
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knowing violation of the law. |
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(d) In alleging intentional misconduct, fraud, or knowing |
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violation of the law pursuant to Subdivision (c)(2), a party must |
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state with particularity the circumstances constituting such |
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intentional misconduct, fraud, or knowing violation of the law. |
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(e) This section does not abrogate, preempt, or lessen any |
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other defense, presumption, immunity, or privilege available under |
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other constitutional, statutory, case, or common law or rule |
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provisions. |
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SECTION 2. This Act takes effect September 1, 2025. |