Texas Corporate Law · 05

Section 5 of 12

The 2025 reform cycle: the statutes and their codified hooks + one federal-commentary item

Long-form source as of August 3, 2026

The 2025 reform cycle supplies the core statutory content of Texas’s post-Tornetta corporate-law changes. This page focuses on three corporate-governance statutes enacted by the 89th Legislature, Regular Session, in 2025: S.B. 29 (signed May 14, 2025; effective immediately), S.B. 1057 (effective September 1, 2025), and H.B. 40 (signed June 20, 2025; effective September 1, 2025).20 Two additional 2025 bills extend the reform cycle beyond the doctrinal scope of this primer and are covered in dedicated verticals: S.B. 2337 (TBOC Chapter 6A — proxy-advisor regulation; effective September 1, 2025) and S.B. 2411 (amending TBOC § 7.001 to permit officer exculpation by certificate election; effective September 1, 2025). Figure 2 maps each of the three core bills to its operative statutory hooks.

Figure 2 · Reform-cycle reach diagram

The 2025 reform cycle: three statutes, fourteen codified statutory hooks plus one federal-commentary item. Each bill maps to specific TBOC or Texas Government Code provisions; the federal-commentary item is SEC Chair Atkins’s October 9, 2025 keynote at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala (not Commission rulemaking, no-action relief, or judicial holding).
S.B. 29 · TBOC overhaul SIGNED MAY 14, 2025 · EFF. IMMEDIATELY § 1.057Texas-first rule (enacted as § 1.056) § 2.115Governing-document forum authority § 2.116Internal-entity jury waivers § 21.218Books-and-records narrowing § 21.4161Court determination of independent committee § 21.419BJR codification (listed / opt-in) § 21.552(a)(3)Derivative-standing threshold (≤ 3%) § 21.554Petition-triggered 45/75-day procedure S.B. 1057 · proposal threshold EFF. SEPT. 1, 2025 § 21.373 Opt-in heightened threshold for listed Texas corporations: $1M OR 3% voting shares; 6-month holding; 67% solicitation Federal hook SEC Chair Atkins keynote (Oct. 9, 2025); discusses SB 1057 + Rule 14a-8(i)(1). Chair commentary — not rulemaking, no-action relief, or judicial holding. H.B. 40 · Business Court SIGNED JUNE 20, 2025 · EFF. SEPT. 1, 2025 § 25A.004(d)Amount-in-controversy  reduced $10M → $5M § 25A.004(i)Joined-party aggregation § 25A.003(d)–(l)Sunset removed for six  previously unfunded divisions § 25A.004Jurisdictional expansion: IP,  trade secrets, arbitration § 25A.004(b)Preserves governance /  internal-affairs lane FOURTEEN STATUTORY HOOKS + ONE COMMENTARY ITEM, ONE LEGISLATIVE SESSION SB 29 (8 TBOC hooks) + SB 1057 (1 TBOC + 1 federal hook) + HB 40 (5 Tex. Gov't Code ch. 25A hooks) = 14 codified hooks; the Atkins federal hook is commentary, not law. The reform cycle supplies the core statutory content of Texas's post-Tornetta corporate-law changes.

Sources. Enrolled S.B. 29, S.B. 1057, H.B. 40 (89th Leg., R.S., Tex. 2025); Tex. Bus. Orgs. Code Ann. (West 2025); Tex. Gov't Code Ann. ch. 25A (West 2025); SEC Chair Paul Atkins, Keynote Address at the John L. Weinberg Center for Corporate Governance 25th Anniversary Gala (Oct. 9, 2025).

S.B. 29

TBOC rule-of-code overhaul

Signed May 14, 2025 · Effective immediately

  • § 1.057 Texas-first source rule (S.B. 29’s § 1.056 consider-other-states rule, in force from May 14, 2025, re-enacted at § 1.057(b) by S.B. 2411 § 1; the plain-meaning rule in § 1.057(a) is new with S.B. 2411, effective September 1, 2025)
  • § 2.115 i Governing-document forum authority (internal entity claims)
  • § 2.116 i Jury-waiver authority
  • § 21.218 Books-and-records narrowing
  • § 21.4161 i Court determination of independent / disinterested committee
  • § 21.419 i BJR codification (listed / opt-in)
  • § 21.552(a)(3) Derivative-standing threshold (≤ 3%, dual-axis)
  • § 21.554 i Independence petition: hearing within 45 days and order within 75 days of the petition’s filing

S.B. 1057

Shareholder-proposal threshold

Effective September 1, 2025

  • § 21.373 i Opt-in for listed Texas corporations: $1M in market value or 3% of voting shares (§ 21.373(e)(1)); held for six months before and throughout the meeting; 67% solicitation
  • Federal hook: SEC Chair Atkins keynote (Oct. 9, 2025) discussed SB 1057 alongside Rule 14a-8(i)(1). Chair commentary — not Commission rulemaking, no-action relief, or judicial holding.

H.B. 40

Business Court expansion

Signed June 20, 2025 · Effective September 1, 2025

  • § 25A.004(d) Amount-in-controversy $10M → $5M
  • § 25A.004(i) Joined-party aggregation rule
  • § 25A.003(d)–(l) Sunset removed for six previously unfunded divisions
  • § 25A.004 Jurisdictional expansion (IP, trade secrets, arbitration)
  • § 25A.004(b) Preserves governance / internal-affairs lane

SEC Chair Paul Atkins’s October 9, 2025 keynote at the John L. Weinberg Center for Corporate Governance discussed S.B. 1057 alongside Rule 14a-8(i)(1), the state-law-permissibility exclusion to the federal shareholder-proposal rule. Those remarks are Chair commentary, delivered with the standard disclaimer that the views are his own and not the Commission’s, and are not Commission rulemaking, issuer-specific no-action relief, or a judicial holding. As of August 3, 2026, the interaction between SB 1057 and Rule 14a-8 was expected to be resolved by a court if and when litigated; on September 16, 2026 the Commission proposed to rescind Rule 14a-8 outright (Release No. 34-106383, 91 Fed. Reg. 59,904 (Sept. 21, 2026); comments due November 20, 2026), which, if adopted, would resolve it by rulemaking instead. It is a proposal; the rule remains in force. The page treats the Chair’s remarks as commentary.21 During the 2025–2026 proxy season, the Division of Corporation Finance’s November 17, 2025 statement kept Rule 14a-8(i)(1) requests under substantive Division review, citing recent state-law developments, while all other exclusion grounds moved to an unqualified-representation, no-substantive-review path. On August 14, 2026 the Division discontinued responding to Rule 14a-8 no-action requests entirely, including those under (i)(1), “effective immediately, unless and until the Division announces otherwise”; companies must still file Rule 14a-8(j) notices, and the statement’s footnote 2 reports that the Division received no (i)(1) requests during the 2025–2026 season.

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