Section 21.552 - Standing to Bring Proceeding(a) Subject to Subsection (b), a shareholder may not institute or maintain a derivative proceeding unless:(1) the shareholder: (A) was a shareholder of the corporation at the time of the act or omission complained of; or(B) became a shareholder by operation of law originating from a person that was a shareholder at the time of the act or omission complained of; and(2) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.(b) If the converted entity in a conversion is a corporation, a shareholder of that corporation may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:(1) the shareholder was an equity owner of the converting entity at the time of the act or omission; and(2) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.Tex. Bus. Org. Code § 21.552
Amended by Acts 2019, Texas Acts of the 86th Leg.- Regular Session, ch. 899,Sec. 2, eff. 9/1/2019.Amended by Acts 2011, 82nd Leg., R.S., Ch. 93, Sec. 1, eff. 9/1/2011. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.Amended by Acts 2005, 79th Leg., Ch. 64, Sec. 63, eff. 1/1/2006.