Texas Business Organizations Code

§ 21.419 — PRESUMPTIONS FOR DIRECTORS AND OFFICERS OF CERTAIN CORPORATIONS

BO § 21.419Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. I. BOARD OF DIRECTORS

Statute text

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(a)This section applies only to a corporation that has:

(1)a class or series of voting shares listed on a national securities exchange; or

(2)included in its governing documents a statement affirmatively electing to be governed by this section.

(b)This section sets out certain presumptions concerning compliance by directors and officers with their duties to a domestic corporation, including the duty of care and duty of loyalty as those duties pertain to transactions with interested persons.

(c)In taking or declining to take any action on any matters of a corporation's business, a director or officer is presumed to act:

(1)in good faith;

…

Legislative history

Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 11, eff. May 14, 2025.