89R11823 TYPED     By: Parker S.B. No. 1056       A BILL TO BE ENTITLED   AN ACT   relating to a presumption of good faith for directors and officers   of certain domestic corporations.          BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:          SECTION 1.  Subchapter J, Chapter 21, Business Organizations   Code, is amended by adding Section 21.4015 to read as follows:          Sec. 21.4015.  PRESUMPTION OF GOOD FAITH. (a) This section   applies only to a corporation that:                (1)  is formed under the laws of this state;                (2)  has a class of equity securities registered under   Section 12(b) of the Securities Exchange Act of 1934;                (3)  is admitted to listing on a national securities   exchange; and                (4)  either:                      (A)  has its principal office in this state; or                      (B)  is admitted to listing on a stock exchange   that:                            (i)  has its principal office in this state;   and                            (ii)  has received approval by the state   pursuant to Subchapter C, Chapter 4005, Government Code.          (b)  Unless otherwise provided in a corporation's   certificate of formation, a director or officer of a corporation   described by Subsection (a) of this section is presumed to act in   good faith, on an informed basis, and with a view to the interests   of the corporation.          (c)  Unless otherwise provided in a corporation's   certificate of formation, a director or officer of a corporation   described by Subsection (a) of this section will not be personally   liable for damages resulting from actions or failures to act in   their capacity as director or officer unless the director or   officer:                (1)  violated a duty of good faith, loyalty, or due   care; and                (2)  engaged in intentional misconduct, fraud, or   knowing violation of the law.          (d)  In alleging intentional misconduct, fraud, or knowing   violation of the law pursuant to Subdivision (c)(2), a party must   state with particularity the circumstances constituting such   intentional misconduct, fraud, or knowing violation of the law.          (e)  This section does not abrogate, preempt, or lessen any   other defense, presumption, immunity, or privilege available under   other constitutional, statutory, case, or common law or rule   provisions.          SECTION 2.  This Act takes effect September 1, 2025.