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AN ACT
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relating to shareholder standing after a merger. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 21.552, Business Organizations Code, is |
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amended to read as follows: |
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Sec. 21.552. STANDING TO BRING PROCEEDING. [(a)] A |
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shareholder may not institute or maintain a derivative proceeding |
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unless: |
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(1) the shareholder: |
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(A) was a shareholder of the corporation at the |
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time of the act or omission complained of; or |
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(B) became a shareholder by operation of law from |
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a person that was a shareholder at the time of the act or omission |
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complained of; and |
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(2) the shareholder fairly and adequately represents |
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the interests of the corporation in enforcing the right of the |
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corporation. |
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[(b)
To the extent a shareholder of a corporation has
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standing to institute or maintain a derivative proceeding on behalf
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of the corporation immediately before a merger, Subchapter J or
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Chapter 10 may not be construed to limit or terminate the
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shareholder's standing after the merger.] |
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SECTION 2. This Act takes effect September 1, 2011. |
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______________________________ |
______________________________ |
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President of the Senate |
Speaker of the House |
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I hereby certify that S.B. No. 1568 passed the Senate on |
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April 18, 2011, by the following vote: Yeas 31, Nays 0. |
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______________________________ |
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Secretary of the Senate |
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I hereby certify that S.B. No. 1568 passed the House on |
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May 5, 2011, by the following vote: Yeas 143, Nays 0, two present |
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not voting. |
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______________________________ |
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Chief Clerk of the House |
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Approved: |
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______________________________ |
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Date |
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______________________________ |
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Governor |