OVERVIEW OF THE 85th TEXAS REGULAR (AND SPECIAL)

LEGISLATIVE SESSION

Val PerkinsPartner, Gardere Wynne Sewell LLP - Houston

Diane Weber GreeneVP, Legal Affairs, GSFSGroup

November 14, 2017

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GOOD SESSION FOR BUSINESS INTERESTS IN TEXAS

BUT, GOOD SESSION FOR TEXAS ??

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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

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LEGISLATION OF INTEREST TO CORPORATE COUNSEL

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.

UNIFORM TRADE SECRETS ACT AMENDMENTS

HB 1995 – Necessary to conform UTSAprovisions, 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.

HB 2856 - Sought by Secretary of State but killed on the House floor in 2015. 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.

BUSINESS NAMES CLARIFICATION

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.

“HB 1295” REFORM

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.

ELECTRONIC NOTARIZATION

HB 1217 – Establishes electronic notaries public and authorizes electronic notarization for certain instruments.

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.

OTHER LEGISLATION OF INTEREST

HB 62 Texting While Driving

HB 100 Transportation Network Companies (e.g. Uber/Lyft)

HB 25 & SB 5 Voting Modifications

PROPERTY TAX REFORM – SPECIAL SESSION

“BATHROOM BILL” – SPECIAL SESSION

LOCAL GOVERNMENT REVENUE AND SPENDING CAPS – SPECIAL SESSION

SPECIAL SESSION

20 ITEMS ON CALL; 29 DAYS

SENATE 20 FOR 20 – 100 % PASS RATE

HOUSE … NOT SO MUCH

SPECIAL SESSION

A NEW HOUSE SPEAKER = A VERY, VERY DIFFERENT CAPITOL ENVIRONMENT IN 2019

WHAT DOES THE FUTURE HOLD??

FINAL THOUGHTS

Consider proactive legislative solutions to business issues

(aka how to use the legislative process to further your business interests)

Success Story

QUESTIONS?

Val PerkinsPartner, Gardere Wynne Sewell LLP - Houston

Diane Weber GreeneVP, Legal Affairs, GSFSGroup