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New Legislation Fiduciary Duty Corporate Governance

Hendershot Cowart P.C.

Texas LLCs, Corporations: Act Now to Secure New Business Protections from 2025 Legislative Reforms

Hendershot Cowart P.C. on

Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more

Husch Blackwell LLP

Recent Changes to Texas Corporate Laws Could Make the State a More Attractive Choice for Entity Formation and Re-domestication of...

Husch Blackwell LLP on

The Texas legislature concluded its 89th Regular Session on June 2, 2025. During the session, the energy industry paid significant attention to legislative actions impacting the power industry in the areas of grid management,...more

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

Katten Muchin Rosenman LLP

Texas Governor Signs HB 40, Expanding Jurisdiction of the Texas Business Court - Delaware Court System Faces Increased Industry...

On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more

Winstead PC

Texas Codifies Business Judgment Rule and Reforms Derivative Actions: Key Changes Under SB 29

Winstead PC on

Last month, Texas Governor Greg Abbott signed into law Senate Bill 29 (SB 29), introducing significant amendments to the Texas Business Organizations Code (TBOC).  Chief among these are the codification of the “business...more

Fenwick & West LLP

Delaware Supreme Court to Consider Constitutionality of SB 21

Fenwick & West LLP on

The Delaware Supreme Court has agreed to accept questions certified to the court relating to the constitutionality of Senate Bill 21 (SB 21), which was signed into law back in March 2025. ...more

Brownstein Hyatt Farber Schreck

Nevada Enacts Corporate Legislation and Advances Dedicated Business Court

Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly...more

Mayer Brown

Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

Mayer Brown on

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more

Bradley Arant Boult Cummings LLP

New Formation and Governance Considerations: Taking Advantage of Texas SB 29

Texas Gov. Greg Abbott signed into law Senate Bill 29 (SB 29) on May 14, 2025. SB 29 amends the Texas Business Organizations Code’s (TBOC) provisions regarding corporate governance, director and officer liability, shareholder...more

Vinson & Elkins LLP

What Litigators Should Know About Texas Corporate Governance Reforms Under SB 29

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On May 14, 2025, Texas Governor Greg Abbott signed into law Senate Bill 29 (“SB 29”), which significantly reforms the Texas Business Organizations Code (“TBOC”). With these reforms, Texas aims to create a legal environment...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

Hendershot Cowart P.C.

Texas Senate Bill 29: New Business Liability Protections and Governance Reforms for SMBs

Hendershot Cowart P.C. on

Texas Senate Bill 29 (SB 29), signed into law by Governor Abbott on May 14, 2025, and effective immediately, introduces substantial changes to the Texas Business Organizations Code that affect how businesses operate in the...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

Tarter Krinsky & Drogin LLP

Significant DGCL Amendments Expand Protections for Corporate Insiders

Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more

DLA Piper

Amendments to Delaware General Corporation Law Expand Safe Harbor for Controlling Stockholder Transactions and Circumscribe Books...

DLA Piper on

The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...more

Allen Matkins

In More Bad News For Delaware, Nevada Legislature Proposes To Allow Jettisoning Jury Trials For "Internal Actions"

Allen Matkins on

I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To...more

ArentFox Schiff

Delaware’s New Approach To Interested Director and Minority Stockholder Protections

ArentFox Schiff on

On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of...more

Paul Hastings LLP

Public Company Watch: Q1 2025

Paul Hastings LLP on

The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Baker Donelson

Delaware Revises Corporate Law to Strengthen Deals and Limit Stockholder Rights

Baker Donelson on

Delaware lawmakers recently enacted Senate Bill 21, a sweeping reform that significantly amends several sections of the Delaware General Corporation Law (DGCL). The law introduces significant revisions aimed at increasing...more

Fox Rothschild LLP

How Pennsylvania's New Directed Trust Act Will Affect Corporate Trustees

Fox Rothschild LLP on

Now that Pennsylvania recognizes directed trusts, corporate fiduciaries should be aware that sharing trust responsibilities could create both legal liability and administrative burdens. The law, which went into effect late...more

Shook, Hardy & Bacon L.L.P.

Developments in Delaware Corporate Law

On March 25, 2025, Delaware Gov. Matt Meyer signed amendments to the Delaware General Corporation Law (DGCL), introducing notable changes to Sections 144 and 220 of the DGCL. These amendments took immediate effect and may...more

Vinson & Elkins LLP

Delaware Amendments Provide Clarity on Conflicted Transactions and Books and Records Requests

Vinson & Elkins LLP on

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more

Mayer Brown

Delaware Changes Its Corporate Law: What Litigators and Clients Need To Know About Senate Bill 21

Mayer Brown on

On March 25, Delaware Governor Matt Meyer enacted a sweeping reform of the state’s corporate law, signing Senate Bill 21 into effect. The bill, which received bipartisan support in the legislature, aims to attract and retain...more

Perkins Coie

After Threat of Exodus, Delaware Lawmakers Swiftly Respond: Six Things To Know About Recent Amendments to the DGCL

Perkins Coie on

Several recent decisions in Delaware courts have driven a variety of companies to publicly initiate actual or threatened reincorporation out of Delaware. After fallout from these cases and corporate actions, Delaware...more

Patterson Belknap Webb & Tyler LLP

Delaware Enacts Changes to the Delaware General Corporation Law

On March 25, 2025, the Delaware Governor, Matthew Meyer, signed into law Senate Bill 21 (“SB 21”) which amends Sections 144 and 220 of the Delaware General Corporation Law (the “DGCL”). SB 21 codifies (a) the process to...more

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