On May 30, 2025, TX LEG governor signed bill into law, effective Sep. 1, 2025.
Document dated May 30, 2025, was received on Jul. 9 due to a fixed feed.
On May 20, TX LEG passed bill on governing laws for security claims.
TX LEG passed SB 1239 (HB 3929) relating to choice of law and assignment or acquisition of claims in connection with certificated and uncertificated securities.
Establishes procedures for if a security is found to be invalid under the local law.
Law chosen by the issuer to govern the interpretation of the security’s terms will determine the consequences of that invalidity for both the issuer and the purchaser.
Includes for related enforceability and the rights and remedies of the purchaser.
Provisions include the rights acquired by a purchaser of a certificated or uncertificated security issued by a foreign state include all of the transferor's claims and demands.
Prohibits an issuer from asserting a defense against the purchaser, based on the intent of the purchaser, to assert litigation the enforcement of the purchaser's rights thereto.
Governing law specified in the terms of a certificated or uncertificated security issued by a foreign state in a qualified transaction applies retroactively to all related matters.
Permits such a security to be modified or amended, in line with its terms, to allow changes with less than unanimous consent and to adopt a different jurisdiction's law.
Legislative History
On Feb. 12, 2025, bill introduced in Senate; on Apr. 10, 2025, bill passed in Senate.
On Apr. 14, 2025, bill introduced in House; on May 20, 2025, bill passed in House.
Effectiveness
Upon approval, act takes effect Sep. 1, 2025.
May 2025 TX LEG Governor Approval
On May 30, 2025, TX LEG governor signed bill into law, effective Sep. 1, 2025.
Document dated May 30, 2025, was received on Jul. 9 due to a fixed feed.
