Texas § BC.271.005 - LAW GOVERNING ISSUE RELATING TO QUALIFIED TRANSACTION

§ BC.271.005. LAW GOVERNING ISSUE RELATING TO QUALIFIED TRANSACTION

LAW GOVERNING ISSUE RELATING TO QUALIFIED TRANSACTION. (a) Except as provided by Section 271.007 , 271.008 (b), 271.009 , 271.010 , or 271.011 or by Chapter 272 , the law of a particular jurisdiction governs an issue relating to a qualified transaction if: (1) the parties to the transaction agree in writing that the law of that jurisdiction governs the issue, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement; and (2) the transaction bears a reasonable relation to that jurisdiction. (a-1) Unless otherwise agreed in writing, the choice of governing law specified in the terms applicable to a certificated or uncertificated security issued by a foreign state as defined by 28 U.S.C. Section 1603 in a qualified transaction, including any change in that governing law, applies retroactively to all issues relating to such security. (b) The law of a particular jurisdiction governs an issue described by this section regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction. (c) A security issued by a foreign state as defined by 28 U.S.C. Section 1603 in a qualified transaction may be modified or amended, in accordance with such security's terms, to permit amendment of the terms of the security by less than unanimous consent, and to choose the law of a different jurisdiction to govern the security. An amendment described by this subsection applies retroactively unless otherwise agreed by the parties in writing. Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 2.01, eff. April 1, 2009. Amended by: Acts 2025, 89th Leg., R.S., Ch. 311 (S.B. 1239 ), Sec. 3, eff. September 1, 2025.