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A BILL TO BE ENTITLED
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AN ACT
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relating to shareholder standing after mergers. |
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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 Organization Code, is |
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amended read as follows: |
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[(a)] A shareholder may not institute or maintain a |
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derivative proceeding 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. |