SB 29 is the law.

SB 29, filed by Sen. Bryan Hughes (R – Mineola), amends the Texas Business Organizations Code and impacts the jurisdiction of the Texas Business Court.

SB 29 is effective as of May 14, 2025. It was passed by more than two-thirds of all members in each chamber, thus the bill became effective once signed by the governor.

SB 29 does the following:

• Defines a “national stock exchange” to include a Texas stock exchange approved by the securities commissioner.

  
  

• Limits the impact of judicial decisions or laws of other states on the Business Organizations Code.

  
  

• Provides that a decision by managerial officials to either consider or disregard other state laws or judicial decisions does not constitute or imply a breach of the Business Organizations Codeor any duties existing under Texas law.

  
  

• Allows governing documents of a domestic entity to specify that Texas courts shall serve as the exclusive forum and venue for internal entity claims.

  
  

• Allows governing documents of a domestic entity to contain an enforceable waiver of the right to a jury trial concerning any "internal entity claim" (as defined by the Business Organizations Code).

  
  

• Authorizes a corporation to form a committee of independent and disinterested directors to review and approve certain corporate transactions;

  
  

• Authorizes a corporation to petition a court having jurisdiction to hold an evidentiary hearing to determine whether the directors appointed to the above-described committee are independent and disinterested and requires the court to hold a preliminary hearing within 10 days after appropriate notice to shareholders to determine appropriate legal counsel and to hold the substantive hearing promptly.

  
  

• Establishes a presumption that directors and officers act in good faith, on an informed basis, in furtherance of the interests of the corporation, and in obedience to the law (i.e., codifies the "business judgment rule").

  
  

• Establishes new thresholds for shareholder actions.

  
  

• Provides that, if a corporation has a class or series of voting shares listed on a national exchange (or has affirmatively elected to be governed by the presumption of good faith), neither the corporation nor its shareholders have a cause of action against a director or officer for breach of duty.

  
  

• Limits a cause of action for an act or omission of an officer or director to a claim that rebuts the elements of the presumption and proves that the act or omission constituted a breach of duty and the breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. SB 29 will also require a claimant bringing such claims to plead with particularity the circumstances constituting fraud, intentional misconduct, ultra vires acts, or knowing violations of law.

  
  

• Provides that, in a shareholder derivative action, the corporation may petition the court to request a determination of whether the directors are independent or disinterested with respect to the allegations and that any such determination is dispositive in the absence of the discovery of facts not presented in court that constitutes sufficient evidence to prove that a director is not independent and disinterested.

For more information on SB 29, please see: Texas Legislature Online - 89(R) History for SB 29

(Note: The information in this post is taken from Judge Bullard's very helpful News from the Legislative Front email.)