Ted Cruz

As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other than a director nomination) on the ballot at a meeting of shareholders. This bill, which is fairly bare bones, has been approved by the Texas Legislature and awaits the governor’s signature to become law. If signed, it would become effective on September 1, 2025. Here are five wild things to consider: 1. Companies with a Texas headquarters or that are listed on the coming Texas Stock Exchange can take advantage – Companies with stock listed on a national stock exchange and that either have their principal office in Texas or are listed on the Texas Stock Exchange can take advantage of these enhanced thresholds. 2. Companies must affirmatively elect by modifying their charters or bylaws and notify shareholders in their proxy beforehand – A company would have to modify one of its governing documents to affirmatively elect to be governed by this new law, as well as disclose in a proxy before it modifies a governing document that it intends to do so. 3. Shareholder proponents would have to solicit 67% of the voting power of the shares entitled to vote – The proposal submission thresholds are pretty steep, particularly the requirement to solicit 67% of the voting power of the shares entitled to vote. In addition, a shareholder or group of shareholders would have to own either $1 million worth of stock or 3% of the company’s voting shares, and hold such shares for the six months prior to the annual shareholders meeting. 4. Proxies would have to describe the proposal process – Companies would need to include disclosure about the proposal process, including how shareholders can contact other shareholders for purposes of satisfying the ownership requirements. 5. How this Texas law stands alongside the SEC’s Rule 14a-8 – Rule 14a-8 only regulates when a proposal must be included in a company’s proxy statement; it doesn’t dictate whether the proposal needs to actually be brought at the meeting, which is a state law issue. #corpgov https://lnkd.in/edUiZQqP

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Calpine has received its final approvals from the U.S. Department of Justice to be acquired by Constellation for $26.6 billion, but with conditions. The combined company will have to divest two power plants and a minority interest in a power plant. One of the power plants is the Jack Fusco Energy Center in Fort Bend County. This, along with another group of divestments that the Federal Energy Regulatory Commission required, will allow the companies to move forward with closing the deal. Read more about the closing conditions at the Houston Business Journal. #merger #sale #electricity #FERC #DOJ https://lnkd.in/eewG-pjn

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The latest from my colleague Julia Gledhill (she/her): "The acquisition reform movement of the 1990s offers lessons for policymakers currently working to reduce regulatory oversight of the weapons acquisition system. These changes risk diminishing competition and increasing prices on military contracts, with uncertain benefits for both the military industrial base and U.S. taxpayers. Unless policymakers critically assess the impacts of 1990s reforms, they will likely amplify inefficiencies in the weapons acquisition system." https://lnkd.in/eP9kuyxC

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The FAR Council has proposed revisions to FAR Part 33, which covers protests, disputes and appeals. The updates aim to streamline procedures, adding agency notification of protests, limited access to redacted source selection decisions at higher-level review and direct references to the GAO's bid protest rules without altering the fundamental protest/dispute framework. Read our #governmentcontracts blog to understand what's new and how to prepare: https://bit.ly/3VNAqkk #nationaldefense David Black | Amy L. Fuentes | Susannah Gilmore

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Human trafficking referrals to U.S. attorneys increased by 26% between 2012 and 2022, with Dallas ranking among the top 10 most affected cities. UTA researcher Dr. Kathleen Preble is responding with a powerful, scalable solution: the CATE framework (Coalition Against Trafficking & Exploitation). This evidence-based blueprint maps 34 service categories, updates prevalence data after COVID, and provides states with tools to better support survivors. - I.D.: A linked image of hands that leads to the full UTA news release.

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