Legislative updates

Senate Bill 1971, effective September 1, 2019, amends the Texas Business Organizations Code provisions governing corporations regarding, among other things, voting agreements, two-step offer-mergers, ratification of defective acts, notices of redemption, shareholder lists, and nonprofit corporation directors.
Senate Bill 1969, effective September 1, 2019, amends the Texas Business Organizations Code to provide for the ratification of defective corporate acts of a nonprofit corporation.

Case summaries

Standing to Sue
Pike v. Texas EMC Management, LLC, No. 17-0557, decided June 19, 2020. The Texas Supreme Court held that a limited partner has constitutional standing to sue for an alleged loss in the value of its interest in the limited partnership. A challenge to a limited partner’s ability to recover the lost value of its interest in the limited partnership is a challenge to capacity, not standing.
Assumed Name Filing Requirement
Pennington v. Cypress Aviation, LLC, No. 05-19-00345, decided April 19, 2020. Although a Texas corporation that failed to file a certificate of assumed name lacked capacity to sue, the defendant waived the right to claim the failure to file as a defense by failing to file a plea in abatement or obtain a ruling regarding the corporation’s lack of capacity prior to trial. The court also ruled the trial court erred in concluding the corporation lacked standing to sue rather than lacking capacity to sue.
Forfeited Corporation
Donica Group, LP v. Thompson Excavating, Inc., No. 05-19-00235, decided January 6, 2020. The Texas Court of Appeals held that a corporation whose charter was forfeited and not reinstated lacked standing to file a bill of review challenging a default judgment.

State notices

There are no notices at this time.