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Fiduciary Duty Texas Board of Directors

Nossaman LLP

Delaware, Nevada or Texas – Which State’s Corporation Statute Will Reign Supreme?

Nossaman LLP on

To stem the recent tide of high-profile corporate “DExit” moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025. To lure more...more

Baker Botts L.L.P.

Texas Corporations Gain New Governance Tools and Increased Predictability in Shareholder Disputes

Baker Botts L.L.P. on

Last week, Texas Governor Greg Abbott signed into law Texas Senate Bill 29, which includes a comprehensive package of amendments to the Texas Business Organizations Code aimed at reinforcing and revitalizing the governance...more

Vinson & Elkins LLP

Actions for Corporations to Obtain the Benefits of Amendments to the Texas Business Organizations Code

Vinson & Elkins LLP on

On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more

Jones Day

Will the 'Business Judgment Rule' Be Bigger (and Better) in Texas?

Jones Day on

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....more

Frost Brown Todd

Legislature Takes Steps to Ensure Texas Remains the Most Business-Friendly State in the Union

Frost Brown Todd on

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more

Freeman Law

Fiduciary Duties of the Board of Directors in Texas

Freeman Law on

A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more

Winstead PC

Navigating Safe Harbors: Review of the Protections Provided to Governing Persons by the Texas Interested Party Statute and the...

Winstead PC on

Under Texas law, when the owners of closely held companies have co-investors, they need to exercise care in managing their business. This need for caution is due in large part to a Texas statute that makes it easier for...more

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