SB1239 - Relating to choice of law and assignment or acquisition of claims and demands in connection with certificated and uncertificated securities.

      S.B. No. 1239         AN ACT   relating to choice of law and assignment or acquisition of claims   and demands in connection with certificated and uncertificated   securities.          BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:          SECTION 1.  Section 8.110, Business & Commerce Code, is   amended by adding Subsection (g) to read as follows:           (g)     If a security is determined not to be valid under the   local law of the issuer's jurisdiction, the law of the jurisdiction   agreed by the issuer of the security to govern the construction or   interpretation of documents evidencing or containing the terms of   the security and matters arising out of or relating to the security   and documents, including the enforceability of the security and the   rights and remedies available to a purchaser of such a security,   governs the consequences to the issuer and the purchaser of the   invalidity.          SECTION 2.  Section 8.302, Business & Commerce Code, is   amended by adding Subsections (d) and (e) to read as follows:           (d)     The rights acquired by a purchaser of a certificated or   uncertificated security issued by a foreign state as defined by 28   U.S.C. Section 1603, unless otherwise agreed in writing, include,   without limitation, all of the following claims and demands of the   transferor, regardless of whether the claims and demands are known   to exist:                 (1)     a claim or demand for damages or rescission   against the issuer or other party to such security;                 (2)     a claim or demand for damages against the trustee,   depositary, or other party under any indenture under which such   security was issued or is outstanding;                 (3)     a claim or demand for damages against any issuer,   underwriter, trustee, depositary, guarantor, or other party to the   obligations of the issuer; and                 (4)     a claim or demand to enforce any rights of a   securityholder under the terms of such security, including rights   arising prior to the date of the transfer.           (e)     Except as specifically provided by statute with respect   to assignments of the claims and demands of a transferor to the   purchaser of a certificated or uncertificated security issued by a   foreign state as defined by 28 U.S.C. Section 1603, no issuer or   other party subject to any obligation, or to any claim or demand for   damages, with respect to any such security may assert a defense to   such an obligation, claim, or demand, or assert a claim against the   purchaser, based on the intent of the purchaser, or an assignor or   assignee of the purchaser, to assert or pursue through litigation   or other lawful means the enforcement of the purchaser's rights   thereto.          SECTION 3.  Section 271.005, Business & Commerce Code, is   amended by adding Subsections (a-1) and (c) to read as follows:           (a-1)     Unless otherwise agreed in writing, the choice of   governing law specified in the terms applicable to a certificated   or uncertificated security issued by a foreign state as defined by   28 U.S.C. Section 1603 in a qualified transaction, including any   change in that governing law, applies retroactively to all issues   relating to such security.           (c)     A security issued by a foreign state as defined by 28   U.S.C. Section 1603 in a qualified transaction may be modified or   amended, in accordance with such security's terms, to permit   amendment of the terms of the security by less than unanimous   consent, and to choose the law of a different jurisdiction to govern   the security. An amendment described by this subsection applies   retroactively unless otherwise agreed by the parties in writing.          SECTION 4.  This Act takes effect September 1, 2025.             ______________________________ ______________________________      President of the Senate Speaker of the House                 I hereby certify that S.B. No. 1239 passed the Senate on   April 10, 2025, by the following vote:  Yeas 30, Nays 0.       ______________________________   Secretary of the Senate                I hereby certify that S.B. No. 1239 passed the House on   May 20, 2025, by the following vote:  Yeas 136, Nays 10, three   present not voting.       ______________________________   Chief Clerk of the House            Approved:     ______________________________                Date       ______________________________              Governor