Directors must maximize share value. Put anything else first, and that’s a breach of fiduciary duty.
The bill adds a rule to the Texas corporation law that every corporate director must act to maximize the value of the corporation's shares. It touches directors and boards of Texas corporations and the shareholders who could sue them. A director who puts any other consideration ahead of share value would be treated as breaching fiduciary duty, starting with board actions taken after the law takes effect.
Labels
Labels: ZOMBIE BILL. Died 2 times: 88R HB 4802 (Died in committee) and this bill (Died in committee). Checked against 88R only.DO-OVER. Reworked text of a bill filed before that died: 88R HB 4802 (Died in committee). Filed in 2 sessions, counting this one. Checked against 88R only.TRY NO. 2. Filed in 2 sessions: 88R and 89R. Checked against 88R only.NEVER GOT A HEARING. Filed Nov 12, 2024 and referred to the House Trade, Workforce & Economic Development committee. No public hearing. The bill died.
relating to the duty of the board of directors of a corporation to
maximize the value of the corporation's shares.
WHAT IT DOES
Directors must maximize share value. Put anything else first, and that’s a breach of fiduciary duty.
The bill adds a rule to the Texas corporation law that every corporate director must act to maximize the value of the corporation's shares. It touches directors and boards of Texas corporations and the shareholders who could sue them. A director who puts any other consideration ahead of share value would be treated as breaching fiduciary duty, starting with board actions taken after the law takes effect.
CHARGES
[ ] NONE FOUND
TOTAL
No fiscal note in the loaded record.
HISTORY
Filed
Read first time
Referred to Trade, Workforce & Economic Development
“It is considered a breach of the director's fiduciary duty if the director prioritizes another consideration over the maximization of the value of the corporation's shares.”
Data snapshot Oct 26, 2026 at 4:19 AM CDT. Grades, charges, quotes and corrections follow the published record.
House committee · Trade, Workforce & Economic Development · Final status: Died in committee
Subjects
Business & Commerce--General
Corporations & Associations
Financial--General
Text
The text as introduced · 187 words
By: Harrison
H.B. No. 988
A BILL TO BE ENTITLED
AN ACT
relating to the duty of the board of directors of a corporation to
maximize the value of the corporation's shares.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 21.401, Business Organizations Code, is
amended by adding Subsection (f) to read as follows:
(f) Notwithstanding any other law, in discharging the
duties of a director, the director shall act to maximize the value
of the corporation's shares. It is considered a breach of the
director's fiduciary duty if the director prioritizes another
consideration over the maximization of the value of the
corporation's shares.
SECTION 2. This Act applies only to an action taken by the
board of directors of a corporation on or after the effective date
of this Act.
SECTION 3. This Act takes effect immediately if it receives
a vote of two-thirds of all the members elected to each house, as
provided by Section 39, Article III, Texas Constitution. If this
Act does not receive the vote necessary for immediate effect, this
Act takes effect September 1, 2025.