Texas Business Organizations Code
§ 21.4161 — DETERMINATION OF INDEPENDENT AND DISINTERESTED DIRECTORS
BO § 21.4161Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. I. BOARD OF DIRECTORS
Statute text
View on source(a)A corporation that adopts a resolution to authorize the formation of a committee of independent and disinterested directors under Section 21.416(g) may petition a court having jurisdiction to hold an evidentiary hearing to determine whether the directors appointed to the committee are independent and disinterested with respect to any transactions involving the corporation or any of its subsidiaries and a controlling shareholder, director, or officer.
(b)A petition under Subsection (a) shall be filed in the business court unless the corporation's principal place of business in this state is located in a county not contained within an operating division of the business court, in which case the petition may be filed in a district court in the county in which the corporation's principal place of business in this state is located.
(c)In the petition, the corporation shall designate legal counsel to act on behalf of the corporation and its shareholders, other than the controlling shareholder, director, or officer involved in the transaction.
(d)The corporation shall give notice to the corporation's shareholders that:
(1)a petition has been filed under this section;
(2)identifies the court in which the petition is filed and provides the case number for the proceeding;
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Legislative history
Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 9, eff. May 14, 2025.