Bill S.B. 29 strengthens corporate governance in Texas

February 24, 2025

Bill S.B. 29 strengthens corporate governance in Texas

The Texas Senate has approved S.B. 29, a bill aimed at improving corporate governance standards and enhancing the state’s appeal as a business jurisdiction.

The bill codifies the business judgment rule, providing company directors and officers with additional protection when making management decisions in good faith and in the company’s best interest.

It also limits the ability of shareholders holding less than 3% of a company’s stock to file derivative lawsuits — a measure designed to reduce the risk of litigation abuse and strengthen the stability of corporate structures.

Passage of S.B. 29 is seen as a step that bolsters Texas’s competitive position for corporate registrations against other U.S. jurisdictions, including Delaware and Nevada.

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