Texas’s parallel reform cycle — the TBOC rule-of-code overhaul (SB 29, effective May 14, 2025, codifying the controller framework and director protections); the opt-in shareholder-proposal threshold (SB 1057, TBOC § 21.373); the Business Court expansion (HB 40, effective September 1, 2025); the proxy-advisory-services regulation (TBOC ch. 6A, added by SB 2337); and the dual-axis § 21.552 derivative-standing threshold — is structurally part of the same 2025 reform cycle but is treated in the V02 Texas Corporate Law vertical alongside the broader TBOC legislative history. The architectural choice is deliberate: TBOC reforms belong with the TBOC, not as discrete statutory-reform events.
Practitioner commentary reports an early federal application of TBOC § 21.552’s derivative-standing screen in Gusinsky v. Reynolds, No. 3:25-cv-01816-K, 2026 WL 747179 (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (analyzed in Gibson Dunn, Foley & Lardner, DLA Piper, Sidley, and A&O Shearman client advisories — the dismissal turned on the 3% threshold being measured at the moment of complaint filing, not at demand; SMU CGI treats the holding as primary-source verified only when the underlying order or docket text is linked). As described in commentary, the order dismissing a 100-share Southwest Airlines derivative complaint for failure to meet TBOC § 21.552’s up-to-3%-of-outstanding-shares derivative-standing threshold (SB 29) — treating § 21.552 as a substantive state-law standing requirement that travels with the corporation’s internal affairs into federal court under Erie Railroad Co. v. Tompkins, 304 U.S. 64 (1938). The $1 million market-value or 3% voting-share disjunctive belongs to a separate statute — TBOC § 21.373 (SB 1057), an opt-in shareholder-proposal threshold for nationally listed corporations — and does not apply to derivative standing.24 The V02 cross-link below has the full treatment.