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AN ACT
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relating to choice of law and assignment or acquisition of claims |
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and demands in connection with certificated and uncertificated |
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securities. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 8.110, Business & Commerce Code, is |
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amended by adding Subsection (g) to read as follows: |
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(g) If a security is determined not to be valid under the |
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local law of the issuer's jurisdiction, the law of the jurisdiction |
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agreed by the issuer of the security to govern the construction or |
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interpretation of documents evidencing or containing the terms of |
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the security and matters arising out of or relating to the security |
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and documents, including the enforceability of the security and the |
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rights and remedies available to a purchaser of such a security, |
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governs the consequences to the issuer and the purchaser of the |
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invalidity. |
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SECTION 2. Section 8.302, Business & Commerce Code, is |
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amended by adding Subsections (d) and (e) to read as follows: |
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(d) The rights acquired by a purchaser of a certificated or |
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uncertificated security issued by a foreign state as defined by 28 |
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U.S.C. Section 1603, unless otherwise agreed in writing, include, |
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without limitation, all of the following claims and demands of the |
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transferor, regardless of whether the claims and demands are known |
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to exist: |
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(1) a claim or demand for damages or rescission |
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against the issuer or other party to such security; |
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(2) a claim or demand for damages against the trustee, |
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depositary, or other party under any indenture under which such |
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security was issued or is outstanding; |
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(3) a claim or demand for damages against any issuer, |
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underwriter, trustee, depositary, guarantor, or other party to the |
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obligations of the issuer; and |
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(4) a claim or demand to enforce any rights of a |
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securityholder under the terms of such security, including rights |
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arising prior to the date of the transfer. |
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(e) Except as specifically provided by statute with respect |
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to assignments of the claims and demands of a transferor to the |
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purchaser of a certificated or uncertificated security issued by a |
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foreign state as defined by 28 U.S.C. Section 1603, no issuer or |
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other party subject to any obligation, or to any claim or demand for |
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damages, with respect to any such security may assert a defense to |
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such an obligation, claim, or demand, or assert a claim against the |
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purchaser, based on the intent of the purchaser, or an assignor or |
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assignee of the purchaser, to assert or pursue through litigation |
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or other lawful means the enforcement of the purchaser's rights |
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thereto. |
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SECTION 3. Section 271.005, Business & Commerce Code, is |
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amended by adding Subsections (a-1) and (c) to read as follows: |
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(a-1) Unless otherwise agreed in writing, the choice of |
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governing law specified in the terms applicable to a certificated |
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or uncertificated security issued by a foreign state as defined by |
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28 U.S.C. Section 1603 in a qualified transaction, including any |
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change in that governing law, applies retroactively to all issues |
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relating to such security. |
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(c) A security issued by a foreign state as defined by 28 |
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U.S.C. Section 1603 in a qualified transaction may be modified or |
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amended, in accordance with such security's terms, to permit |
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amendment of the terms of the security by less than unanimous |
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consent, and to choose the law of a different jurisdiction to govern |
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the security. An amendment described by this subsection applies |
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retroactively unless otherwise agreed by the parties in writing. |
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SECTION 4. This Act takes effect September 1, 2025. |
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______________________________ |
______________________________ |
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President of the Senate |
Speaker of the House |
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I hereby certify that S.B. No. 1239 passed the Senate on |
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April 10, 2025, by the following vote: Yeas 30, Nays 0. |
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______________________________ |
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Secretary of the Senate |
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I hereby certify that S.B. No. 1239 passed the House on |
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May 20, 2025, by the following vote: Yeas 136, Nays 10, three |
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present not voting. |
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______________________________ |
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Chief Clerk of the House |
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Approved: |
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______________________________ |
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Date |
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______________________________ |
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Governor |