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Texas Legislators File Landmark Bills to Reshape Corporate Law

On February 27, 2025, Texas State Senator Bryan Hughes and State Representative Morgan Meyer introduced two significant pieces of legislation, Senate Bill 29 (SB 29) and House Bill 15 (HB 15), that are set to transform the landscape of corporate law in Texas. The bills, which are seen as a response to the growing need for a business-friendly legal framework, aim to solidify Texas's status as a robust hub for corporate incorporation and innovation.

Business Leaders Rally Behind the Legislation

The introduction of these bills has been met with enthusiastic support from various business organizations across Texas, including Texans for Lawsuit Reform (TLR), the Texas Stock Exchange (TXSE), and the Alliance for Corporate Excellence. These groups recognize the potential of the proposed laws to reinforce Texas's reputation as a leading state for business.

In a recent announcement, Senator Hughes stated, "SB 29 ensures that business decisions will be made by Texas corporations, via their shareholders and elected boards, instead of by third-party activists. This legislation positions Texas to become the top choice for business incorporations, enhancing our existing strengths in corporate governance."

Representative Meyer echoed this sentiment, noting that HB 15 will further develop the Texas Business Court and provide an essential legal framework that aligns with the state’s commitment to corporate excellence. He expressed gratitude towards Speaker Burrows for his support in establishing Texas as a principal state for corporate operations.

The Necessity of Legislative Change

As outlined by Senator Hughes, when American companies are deciding where to incorporate, they typically face the choice between various states for their legal home. Traditionally, Delaware has been the preferred choice due to its established corporate laws. However, with increasing unpredictability arising from changes within Delaware’s legal environment—driven by court activism—Texas aims to present a viable alternative.

The proposed legislation is envisioned to create a predictable legal framework that upholds common-sense principles for corporate governance, ultimately driving business excellence and innovation. Dick Weekley, chairman of TLR, emphasized the importance of this legislation in attracting more companies to Texas. He stated, "This legislation will further solidify Texas as the leader in business and economic development—empowering job creation in what we know as the Texas Miracle."

Moreover, James H. Lee, Chairman and CEO of TXSE, remarked on the importance of these legislative changes, stating that SB 29 and HB 15 would enhance Texas's position as the most pro-business state in the country.

A Coalition of Support

The Alliance for Corporate Excellence, a coalition advocating for pro-business policies, has also expressed its endorsement of this proposed legislation. The organization’s leaders contend that it is crucial for corporate decision-making to remain in the hands of shareholders and their duly elected representatives rather than be influenced by external activist interests that lack investment in long-term corporate success.

Ultimately, these landmark bills, SB 29 and HB 15, are poised to reshape Texas's corporate landscape. As state legislators move forward with these proposals, the focus remains on fostering freedom, innovation, and job creation by advocating for a fair and consistent civil justice system in Texas. This strategic initiative signals confidence in Texas, not just as a place for business operations, but as a preferred jurisdiction for corporate incorporation and growth.

Conclusion

In conclusion, the landmark filings of SB 29 and HB 15 signal a significant shift in Texas's approach to corporate law. By promoting a framework that prioritizes business interests and minimizes outside activism, Texas is setting itself on a course for continued economic growth and sustainability, further establishing its reputation as a premier destination for business innovation and success.