Dexit Heats Up: Update on Texas Law

Webcasts  |  September 18, 2025

BARBRI (formerly Strafford)


Texas Partners Hillary Holmes and Gregg Costa presented on practical implementation strategies and compliance considerations for companies incorporated in Texas or contemplating redomestication, analyzing the statutory developments underlying rationale and potential long-term impacts. Texas has recently taken meaningful steps to further enhance its appeal as an attractive home for corporations and their operations. Among the most significant recent initiatives were a set of amendments to the Texas Business Organizations Code (TBOC) enacted during the 89th Texas legislature, whose regular session concluded on June 2, 2025. This reference guide examines the four bills passed by the legislature that resulted in the most significant amendments to the TBOC from a corporate governance perspective – Senate Bill 29Senate Bill 1057Senate Bill 2411 and Senate Bill 2337. The 2025 TBOC Amendments are aimed at limiting litigation risks and potential liabilities for directors and officers, improving the regulatory framework governing interactions between proxy advisory firms and shareholders, and providing additional certainty in corporate formalities, while balancing the interests of boards of directors, management and shareholders.