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November 1, 201917052300

2019 Texas Legislative Update on Amendments to Entity Laws

It has been highly anticipated that changes to Texas Business Entity Laws were to be adopted. In 2019, the Texas Legislature approved numerous amendments to the Texas Business Organization and the Texas Business and Commerce. The new pieces of legislation apply to: Limited Liability Companies, Partnerships, Non-profit Corporations and For-profit Corporations. This article provides a detailed explanation of all amendments that were established.
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March 22, 2024Mike Tankersley

Enactment of HB 19: Specialized Texas Business Court

Litigation is part of doing business, and costs businesses millions of dollars annually. Thirty states have created specialized courts to address complex business litigation with greater efficiency and consistency. With the passage of House Bill 19 (HB 19) by the 2023 Texas Legislature and Governor Abbott’s signature on June 9, 2023, Texas now has a business court that will open its doors in 2024, becoming the thirty-first state to undertake this judicial innovation.This followed unsuccessful efforts to pass business court legislation in the 2015, 2017, 2019 and 2021 sessions of the Texas Legislature. What made the difference in 2023?The creation of a Texas business court was identified by each of Governor Abbott, Lt. Governor Patrick and House Speaker Phelan as a top legislative priority in 2023. Chief Justice Hecht’s 2023 State of the Judiciary message noted that while the proposed creation of Texas business courts by HB 19 “is not without controversy” . . . “I believe business courts would benefit the Texas justice system, and I support their creation.”Despite strong opposition from Texas trial lawyer organizations, HB 19 was broadly supported by Texas businesses, and received overwhelming legislative approval. The hard work and skillful negotiation of primary authors Representative Andy Murr (R-Kerrville) and Senator Bryan Hughes (R-Tyler), supported by 77 joint and co-authors,produced floor votes in the Texas House of Representatives of 90 to 51 and 86 to 53, and in the Texas Senate of 24 to6, favoring passage of HB 19.The jurisdiction of the Texas business court provided in HB 19 is narrowly tailored to reach disputes between businesses, or among businesses and their owners, directors and management, relating to matters such as breach of contract, breach of fiduciary duty, governance and control disputes, and violations of state and federal securities and trade regulation laws. The minimum amount in controversy for most actions before the business court is set at $5million or $10 million depending on the nature of the specific claims asserted. The amount in controversy requirements do not apply to a limited set of actions - those seeking only injunctive or declaratory relief and cases addressing claims of breach of fiduciary duty, governance and control disputes and securities and trade regulation litigation if a publicly traded company is a party.The Texas business court when fully operational will have statewide jurisdiction, supporting the creation of consistent business case law and court rules, and complementing the state’s innovative business laws as codified in the Business Organizations Code, the Business & Commerce Code, the Finance Code and the Texas Securities Act. The specifics of the business court’s jurisdiction are addressed in more detail in Part II below.
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November 12, 202317052300

2023 Texas Legislative Update on Amendments to Texas Business Organizations Code

This article summarizes several bills that were passed by the Texas Legislature in its 2023 Regular Session and that amend the Texas Business Organizations Code (the “TBOC”). There are many other bills that were passed affecting business law, so this article should not be viewed as containing a listing of all business-related bills. The article contains summaries only and should not be relied on as a complete description of any bill or portion thereof.
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November 12, 2023Mike Tankersley

Enactment of HB 19 by the 2023 Texas Legislature - Texas Business Courts

Litigation is part of doing business, and costs businesses millions of dollars annually. Thirty states have created specialized courts to address complex business litigation with greater efficiency and consistency. With the passage of House Bill 19 (HB 19) by the 2023 Texas Legislature and Governor Abbott’s signature on June 9, 2023, Texas now has a business court that will open its doors in 2024, becoming the thirty-first state to undertake this judicial innovation. This followed unsuccessful efforts to pass business court legislation in the 2015, 2017, 2019 and 2021 sessions of the Texas Legislature. What made the difference in 2023?
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March 7, 2014Carmen Flores

The Basics from the Secretary of State's Office

One of the first hurdles a practitioner must overcome is the secretary of state’s review of the business entity name selected by the client. The availability of an entity name remains the most frequently deliberated, and heavily contested, reason for rejection of a filing instrument.
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