Description

Texas has recently taken meaningful steps to further enhance its appeal as an attractive home for corporations and their operations. Among the most significant recent initiatives were a set of amendments to the TBOC enacted during the 89th Texas legislature, whose regular session concluded on June 2, 2025. This reference guide examines the four bills passed by the legislature that resulted in the most significant amendments to the TBOC from a corporate governance perspective – Senate Bill 29, Senate Bill 1057, Senate Bill 2411 and Senate Bill 2337. The 2025 TBOC Amendments are aimed at limiting litigation risks and potential liabilities for directors and officers, improving the regulatory framework governing interactions between proxy advisory firms and shareholders, and providing additional certainty in corporate formalities, while balancing the interests of boards of directors, management and shareholders.

The program starts with analysis of SB 29's codification of the business judgment rule and new procedures to validate committee independence reviewing related party transactions. The panel explores optional new share ownership requirements, attorney fee exclusions for enhanced disclosure, and jury trial waiver and exclusive forum choice.

The program continues with analysis of SB 1057, which permits certain corporations to implement significantly higher thresholds for shareholder proposals and SB 2411, which introduced several important amendments addressing officer liability, merger approvals, and transactional administration.

The program then explains SB 2337, amending the TBOC to add new Chapter 6A on "Proxy Advisory Services" requiring proxy advisory firms to make public disclosures under certain circumstances. The experts discuss the latest litigation related to SB 2337 and what to expect in this dispute. The experts conclude by providing an update on the Texas Business Courts as they round out their first year and the implications they have for the future of Texas corporate law.

Listen as our expert panel offers practical implementation strategies and compliance considerations for companies incorporated in Texas or contemplating redomestication, analyzing the statutory developments underlying rationale and potential long-term impacts.