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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.
The 2023 Texas Legislature Update
This article discusses business law-related bills introduced in the 2023 Texas Legislature important to business law practitioners. They include bills related to property tax relief, anti-foreign ownership, TikTok use, ESG, UCC Article 12, sealing of trade secret documents, and data privacy law, as well as the Paxton impeachment trial.
Overview of the 2009 Texas Legislature
The 140 days of the 81st Texas Legislature saw another excellent session for business law interests generally and for the Texas Business Law Foundation (“TBLF”), the business law state lobbying entity. The continued success for business law issues is due in large part to the commitment and persistence of the SBOT Business Law Section committee members who participated in the drafting and legislative presentation phases of the process and, of course, most importantly, to the legislators who carried the bills and/or advocated on behalf of the business law community. The key legislative players are expressly recognized in Article IV below and deserve praise and support for their continuing efforts to make Texas a better place to do business.
Texas Business Organizations Code Update
The Business Organizations Code (“BOC”) was adopted in the 2003 legislative session and became effective January 1, 2006. The BOC reorganizes and combines in one code the provisions of the following business entity statutes: Texas Business Corporation Act Texas Miscellaneous Corporation Laws Act Texas Non-Profit Corporation Act Texas Professional Corporation Act Texas Professional Association Act Texas Revised Partnership Act Texas Revised Limited Partnership Act Texas Limited Liability Company Act Texas Real Estate Investment Trust Act Texas Cooperative Association Act Texas Uniform Unincorporated Nonprofit Association Act
2011 Legislative Update: Amendments to the Texas Business Organizations Code and Texas Business and Commerce Code
This article summarizes several pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business Organizations Code (―TBOC‖ or the ―Code‖). This article also summarizes two pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business & Commerce Code (―TBCC‖).
2017 Texas Legislative Update on Business Law
This article summarizes several pieces of legislation that were passed by the Texas Legislature in its 2017 Regular Session and that amend the Texas Business Organizations Code (the “Code” or “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.
Stimulus Bills and President's 2010 Tax Proposals
These are the presentation slides.
Legislative Update: Certain 2013 Amendments to the Texas Business and Commerce Code
This article summarizes several pieces of legislation passed by the Texas Legislature in its 2013 Regular Session that amend the Texas Business & Commerce Code (“TBCC”). Senate Bill 847 (“S.B. 847”) was authored by Senator John Carona, sponsored by Representative Rene Oliveira, signed into law by Governor Rick Perry on May 2, 2013 and becomes effective on September 1, 2013. In addition to amendments to the Texas Business Organizations Code, S.B. 847 makes an amendment to the fraudulent transfer provisions of the TBCC. House Bill 1624 (“H.B. 1624”) was authored by Representative Philip Cortez, sponsored by Senator Van de Putte, signed into law by the Governor on June 14, 2013 and becomes effective on September 1, 2013. H.B. 1624 amends the TBCC’s provisions to require a limited liability company to file an assumed name certificate if a series of the limited liability company operates under an assumed name. Senate Bill 474 (“S.B. 474”) was authored by Senator John Carona, sponsored by Representative Mike Villareal, signed into law by the Governor on June 14, 2013 and becomes effective on July 1, 2013. S.B. 474 makes several amendments to Chapter 9 Secured Transactions of the TBCC relating to the contents of financing statements, which are based on uniform amendments to the Uniform Commercial Code (the “UCC”) approved at the national level. Senate Bill 230 (“S.B. 230”) was authored by Senator John Carona, sponsored by Representative Joe Deshotel, signed into law by the Governor on May 10, 2013, and becomes effective on September 1, 2013. S.B. 230 amends Chapter 4A Funds Transfers of the TBCC based on a uniform amendment to the UCC approved at the national level relating to the applicability of Chapter 4A to “remittance transfers.” Senate Bill 699 (“S.B. 699”) was authored by Senator John Carona, sponsored by Representative Villalba, signed into law by the Governor on June 14, 2013, and becomes effective on September 1, 2013. S.B. 699 amends the assumed name provisions of the TBCC to simplify some of the information required in assumed name certificates filed with the Texas Secretary of State and offices of county clerks in Texas.
Recent Legislative Developments in Texas Business Law: 2011 Amendments to the Texas Business Organizations Code and Texas Business and Commerce Code
This article summarizes several pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business Organizations Code (―TBOC‖ or the ―Code‖). This article also summarizes two pieces of legislation that were passed by the Texas Legislature in its 2011 Regular Session and that amend the Texas Business & Commerce Code (―TBCC‖).
Changes in Texas Business Organizations Code in 2015 Session of Texas Legislature
This article summarizes several pieces of legislation passed by the Texas Legislature in its 2015 Regular Session that amend primarily the Texas Business Organizations Code (the “Code”) .
Tax Considerations in Entity Choice and Acquisitions, Including Federal Tax Law Changes That Go Into Effect in 2015 and Developments in 2015 Texas Legislative Session
This outline discusses certain relevant federal income and Texas state tax considerations relating to the selection of an entity for engaging in business or investment. The outline begins with a discussion of the classification of entities for federal tax purposes and, in particular, the check-the-box regulations. It then provides a summary of some of the principal tax considerations relating to sole proprietorships, C corporations, partnerships, limited liability companies and S corporations. This outline does not address the taxation of trusts and estates, regulated investment companies, real estate investment trusts, real estate mortgage investment conduits, cooperatives, exempt organizations or insurance companies.
Amendments to the Texas Business Organizations Code in 2015 Session of Texas Legislature
This article summarizes two pieces of legislation passed by the Texas Legislature in its 2015 Regular Session that amend the Texas Business Organizations 2Code (the “Code”). As of the date of this paper, these bills have not yet been signed by Governor Greg Abbott, but are expected to be so signed by the Governor.
2025-04-24 Report on Bills
These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.
Beyond a Reasonable DAOubt: Tennessee's Limited Liability Statute for Decentralized Autonomous Organizations (DAOS)
On 20 April 2022, Tennessee became the second state in the United States to create a specialized business entity for decentralized autonomous organizations (DAOs), an emerging collaborative management structure for legal entities using blockchain technology.
Virginia H 2588 - Electronic Return of Voted Military Overseas Ballots
Relates to electronic return of voted military overseas ballots; relates to blockchain; relates to pilot program; directs the Commissioner of Elections to establish and supervise a pilot program by which an active duty member of a uniformed service who has been deployed overseas and is a registered voter of a county or city participating in such pilot program may return his voted military overseas ballot by electronic means.
Texas S.B. No. 207 - Relating to the offense of money laundering
Adds cryptocurrencies (virtual currencies) to the list of mechanisms used to commit money laundering.
Corporation, Partnership (General, Limited and LLP) and Limited Liability Company Acquisitions Under Texas Business Organizations Code, Including Special Issues
The Texas Business Organizations Code (the “TBOC” or the “Code”) is a substantive codification of the prior Texas statutes governing non-profit and for- profit, private-sector entities, which, for the most part were repealed effective as of January 1, 2010. These statutes consisted of the Texas Business Corporation Act (“TBCA”), Texas Miscellaneous Corporation Laws Act (“TMCLA”), Texas Limited Liability Company Act (“TLLCA”), Texas Revised Limited Partnership Act (“TRLPA”), Texas Revised Partnership Act (“TRPA”), Texas Non-Profit Corporation Act (“TNPCA”), Texas Real Estate Investment Trust Act (“TREITA”), Texas Uniform Unincorporated Nonprofit Associations Act (“TUUNAA”), Texas Professional Corporation Act (“TPCA”), Texas Professional Associations Act (“TPAA”), Cooperative Associations Act (“CAA”) and other existing provisions of Texas statutes governing private entities. The Code was a joint project of the Business Law Section of the State Bar of Texas and The Office of the Texas Secretary of State. The Texas Legislative Council provided drafting and editing assistance. The Code has been under development since 1995, when the Business Law Section first formed a committee to study codification of the foregoing statutes. This committee evolved into a drafting committee (the “Committee”) that included representatives of the Secretary of State’s Office, solo practitioners, law firm lawyers and prominent law professors from several Texas law schools. Based in large part on the Committee’s continuing work to improve the Code, a few bills to amend the Code were filed in the 2011 Texas Legislature. Those bills propose to amend various provisions of the Code, and the amendments are both technical and substantive.