Tex. Bus. Orgs. Code § 21.606 · Subchapter M. AFFILIATED BUSINESS COMBINATIONS
THREE-YEAR MORATORIUM ON CERTAIN BUSINESS COMBINATIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
An issuing public corporation may not, directly or indirectly, enter into or engage in a business combination with an affiliated shareholder, or any affiliate or associate of the affiliated shareholder, during the three-year period immediately following the affiliated shareholder's share acquisition date unless:
(1) the business combination or the purchase or acquisition of shares made by the affiliated shareholder on the affiliated shareholder's share acquisition date is approved by the board of directors of the issuing public corporation before the affiliated shareholder's share acquisition date; or
(2) the business combination is approved, by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the issuing public corporation not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder, at a meeting of shareholders called for that purpose not less than six months after the affiliated shareholder's share acquisition date. Approval may not be by written consent.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm
- Text hash
- sha256 ecc1b961202703fe48c70f9e33e70a9b08126d20abe2f518eaf5022ee7bc4054
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Cited by 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.606. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 10.005CREATION OF HOLDING COMPANY BY MERGER.Printed as Section 21.606
- Tex. Bus. Orgs. Code § 21.603BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES.Printed as Section 21.606
- Tex. Bus. Orgs. Code § 21.607APPLICATION OF MORATORIUM.Printed as Section 21.606
- Tex. Bus. Orgs. Code § 21.907SHAREHOLDER MEETING; QUORUM AND VOTING.Printed as Section 21.606(2)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.