HB 872

relating to the burden of proof in certain derivative proceedings.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1.  Subchapter L, Chapter 21, Business Organizations
Code, is amended by adding Section 21.5525 to read as follows:
Sec. 21.5525.  BURDEN OF PROOF IN CERTAIN DERIVATIVE
PROCEEDINGS.  Notwithstanding any other law, in a derivative
proceeding by a shareholder that alleges an act or omission related
to the improper consideration of environmental, social, and
governance criteria in the performance of the act or omission, the
burden of proof is on the corporation to prove the act or omission
was in the best interest of the corporation.
SECTION 2.  Section 21.5525, Business Organizations Code, as
added by this Act, applies only to an action commenced on or after
the effective date of this Act. An action commenced before the
effective date of this Act is governed by the law as it existed
immediately before the effective date of this Act, and the former
law is continued in effect for that purpose.
SECTION 3.  This Act takes effect September 1, 2025.