Sec. 21.562. APPLICATION TO FOREIGN CORPORATIONS. (a) In a derivative proceeding brought in the right of a foreign corporation, the matters covered by this subchapter are governed by the laws of the jurisdiction of formation of the foreign corporation, except for Sections 21.555, 21.560, and 21.561, which are procedural provisions and do not relate to the internal affairs of the foreign corporation, unless applying the laws of the jurisdiction of formation of the foreign corporation requires otherwise with respect to Section 21.555.
(b) In the case of matters relating to a foreign corporation under Section 21.555, a reference to a person or group of persons described by Section 21.554 refers to a person or group entitled under the laws of the jurisdiction of formation of the foreign corporation to make the determination described by Section 21.554(a). The standard of review of a determination made by the person or group shall be governed by the laws of the jurisdiction of formation of the foreign corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 11, eff. September 1, 2019.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter L. Derivative Proceedings
Section 21.552. Standing to Bring Proceeding
Section 21.554. Determination by Directors or Independent Persons
Section 21.555. Stay of Proceeding
Section 21.557. Tolling of Statute of Limitations
Section 21.558. Dismissal of Derivative Proceeding
Section 21.559. Allegations After Demand Rejected
Section 21.560. Discontinuance or Settlement
Section 21.561. Payment of Expenses