Dexit Heats Up: Texas Reforms Its Corporate Law
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Corporate Law
- event Date
Thursday, September 18, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE webinar will provide an in-depth exploration of recent amendments to the Texas Business Organizations Code (TBOC). The session will review the legal and strategic impact of these amendments, which transform director duties, shareholder litigation, forum control, and Texas corporate governance, and impose new regulations on proxy advisors. The session will also provide an update on the Texas Business Courts as they round out their first year.
Mr. Costa is a partner in the Houston office of Gibson, Dunn & Crutcher, Global Co-Chair of the firm’s Trials Practice Group and a former federal trial and appellate judge. He focuses on civil trials and white collar matters in Texas and across the country. Mr. Costa combines deep subject matter expertise, having written precedential opinions in almost every area of the law, with first-hand understanding of the arguments that convince judges and juries. He is one of only two Houston attorneys ranked by Chambers USA in both its General Commercial Litigation and White Collar Defense categories.
Ms. Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets Practice Group, and a member of the firm’s Securities Regulation & Corporate Governance, Mergers & Acquisitions, ESG, and Energy & Infrastructure practice groups. She serves as co-partner-in-charge of the Houston office and as a member of the firm’s Executive Committee. Ms. Holmes advises corporations, investment banks and institutional investors on long-term and strategic capital raising. She counsels boards of directors, special committees and financial advisors in M&A transactions, take privates and complex situations. Ms. Holmes also regularly advises companies on securities laws, corporate governance and ESG issues. She brings a deep expertise in the energy industry.
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 Texas Business Organizations Code (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.
I. Introduction
II. Senate Bill 29
A. Codification of the business judgment rule and protection for conflicts of interest
B. Judicial determination of independence of committees reviewing related party transactions
C. Share ownership requirements for derivative actions
D. Excluding attorney fee awards for enhanced disclosure
E. Waiver of jury trial and exclusive forum selection
F. Limitations on shareholder inspection rights
III. Senate Bill 1057
A. Eligible corporations and required notice to shareholders
B. The effect of the higher requirements
C. Legal uncertainty
IV. Senate Bill 2411
A. Expanded exculpation to include officers
B. Procedural certainty in approval of major transactions and related actions
V. Senate Bill 2337
A. Chapter 6A "Proxy Advisory Services"
B. When disclosures are required
C. What must be disclosed
D. Enforcement of Chapter 6A
VI. Texas Business Courts
VII. Conclusion with Q&A
The panel will review these and other important issues:
- Codification of the business judgment rule and its limits
- New statutory guidance on validating board committee independence
- Expansion of exculpation protections to officers
- New procedural rules for shareholder derivative litigation
- Forum selection and jury trial waiver authority
- Limitations on shareholder proposals
- Regulations of proxy advisor firms
- Open questions, areas to monitor
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