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

Contracts

• Purchase & Sale Agreements (PSAs): You must insert specific "Opt-Out" riders in trade confirmations if the seller intends to retain any litigation rights or claims against trustees/issuers. Silence now equals a total transfer of rights.
• Indentures: Review "Choice of Law" clauses. To utilize the statute's protection against foreign invalidity claims, contracts must explicitly select Texas law to govern the "consequences of invalidity."
• Collective Action Clauses: Update templates to reflect that Texas law now explicitly permits amendments regarding choice of law and forum selection by "less than unanimous consent" if the governing documents allow.

Hiring/Training

• Trading Desk Training: Traders and portfolio managers must be trained that selling the security now legally equates to selling the lawsuit. They cannot separate the asset from the claim without legal intervention.
• Due Diligence Protocols: Diligence teams must assess the value of historical claims against underwriters or trustees when acquiring distressed sovereign debt, as these rights now automatically transfer to the buyer.

Reporting & Record-Keeping

• Retroactive Amendment Tracking: Establish a log for all existing securities where the choice of law is amended. The statute applies retroactively; you must document exactly when a security "opted in" to Texas law to enforce validity.

Fees & Costs

• Legal Retainers: Budget for outside counsel to redraft standard transfer forms (LSTA/LMA standard docs may need Texas-specific riders).
• No State Fees: There are no new filing fees payable to the state.