OVERVIEW OF THE 85 th TEXAS REGULAR (AND SPECIAL) LEGISLATIVE SESSION

Transcription

1 OVERVIEW OF THE 85 th TEXAS REGULAR (AND SPECIAL) LEGISLATIVE SESSION November 14, 2017 Val Perkins Partner, Gardere Wynne Sewell LLP - Houston Diane Weber Greene VP, Legal Affairs, GSFSGroup

2 GOOD SESSION FOR BUSINESS INTERESTS IN TEXAS BUT, GOOD SESSION FOR TEXAS?? 2

3 7,002 BILLS AND RESOLUTIONS FILED (MORE THAN USUAL 5% MORE THAN 2015) 1314 BILLS AND RESOLUTIONS FINALLY PASSED 19% PASS RATE (LESS THAN USUAL 9% LESS THAN 2015) OOPS Make that 1264 FINALLY PASSED GOV ABBOTT VETOES 50 3

4 LEGISLATION OF INTEREST TO CORPORATE COUNSEL 4

5 BIENNIAL PACKAGE OF BUSINESS ORGANIZATIONS CODE AMENDMENTS SB 1517 Partnerships and LLCs. New provisions regarding Series LLCs including that a Series LLC is a person and can be served with process. SB 1518 Corporations and Non-Profits. Provisions for the merger or conversion of nonprofit associations; more flexibility granted to corporate boards in a number of areas including ratification of defective acts and the delegation of powers to authorize the payment of dividends and the consideration for the conveyance of shares.

6 UNIFORM TRADE SECRETS ACT AMENDMENTS HB 1995 Necessary to conform UTSA provisions, just adopted in 2013, to the federal Defend Trade Secrets Act which created a civil cause of action for misappropriation of trade secrets and to several recent Texas court decisions. Transparency and media stakeholders succeeded in removing provisions authorizing the sealing of certain court records.

7 BUSINESS NAMES CLARIFICATION HB Sought by Secretary of State but killed on the House floor in Adopts more modern standards used in most states for SOS approval of business names. Name must be distinguishable (not deceptively similar ) to existing names unless there exists evidence of the right to use the name in Texas.

8 HB 1295 REFORM SB 255 Competing reform bills both died but some provisions added to this legislation. Eliminates disclosure requirements for publicly traded entities and certain utility providers; clarifies other requirements.

9 PUBLIC BENEFIT CORPORATIONS HB 3488 Provisions authorizing the formation of for-profit public benefit corporations added to BOC. This is NOT the B-Lab bill adopted in other jurisdictions.

10 ELECTRONIC NOTARIZATION HB 1217 Establishes electronic notaries public and authorizes electronic notarization for certain instruments.

11 POWER OF ATTORNEY AMENDMENTS HB 1974 Significant amendments to Estates Code with respect to powers of attorney including provisions mandating the acceptance of durable powers of attorney in certain circumstances.

12 OTHER LEGISLATION OF INTEREST HB 62 Texting While Driving HB 100 Transportation Network Companies (e.g. Uber/Lyft) HB 25 & SB 5 Voting Modifications

13 SPECIAL SESSION PROPERTY TAX REFORM SPECIAL SESSION BATHROOM BILL SPECIAL SESSION LOCAL GOVERNMENT REVENUE AND SPENDING CAPS SPECIAL SESSION

14 SPECIAL SESSION 20 ITEMS ON CALL; 29 DAYS SENATE 20 FOR % PASS RATE HOUSE NOT SO MUCH

15 WHAT DOES THE FUTURE HOLD?? A NEW HOUSE SPEAKER = A VERY, VERY DIFFERENT CAPITOL ENVIRONMENT IN 2019

16 FINAL THOUGHTS Consider proactive legislative solutions to business issues (aka how to use the legislative process to further your business interests) Success Story

17 QUESTIONS? Val Perkins Partner, Gardere Wynne Sewell LLP - Houston Diane Weber Greene VP, Legal Affairs, GSFSGroup