Relating to the formation, governance, and internal management of domestic entities.

Contracts

• Bylaws & Company Agreements: You must amend these documents to:
• 1. Opt-In (Private Entities): Explicitly elect to be governed by Section 21.419 (Corps) or 101.256 (LLCs) to gain statutory liability presumptions.
• 2. Jury Waivers: Insert mandatory jury trial waivers for internal disputes.
• 3. Forum Selection: Designate the Texas Business Court as the exclusive venue.
• Limited Partnership Agreements: Review immediately. You may now amend these to fully eliminate (not just limit) the General Partner's fiduciary duties of loyalty and care.
• Indemnification Agreements: Update standard director agreements to reference the new statutory presumptions of "Good Faith" and "Informed Basis."

Hiring/Training

• Compliance Staff: Train staff handling Books & Records requests on the "No-Email" Rule. Standard operating procedure must change from "produce all communications" to "exclude electronic communications unless they effectuate an action."
• Board Secretaries: Train on minute-taking. Decisions must be recorded in formal minutes/resolutions, not left in email chains, to ensure the emails remain protected from inspection.

Reporting & Record-Keeping

• Director Independence Petitions: If utilizing the new Section 21.4161 process to validate a Special Litigation Committee, you must serve notice to shareholders 10 days prior to the hearing.
• *Public Companies:* This requirement is satisfied by filing an SEC Form 8-K.
• Litigation Logs: Track "mootness fee" demands. Instruct counsel to move for dismissal based on the new definition of "substantial benefit," which excludes mere disclosure changes.

Fees & Costs

• D&O Insurance: Leverage this law immediately. The reduced risk of derivative suits and "mootness fee" settlements warrants a renegotiation of your D&O premiums.
• SOS Filings: No fee increase, but the new "curing" process (once implemented) will save costs associated with re-filing rejected documents.