Tex. Bus. Orgs. Code Section 200.409
No Shareholder Vote Requirement for Certain Fundamental Business Transactions

(a)

Unless required by the real estate investment trust’s certificate of formation, a plan of merger is not required to be approved by the shareholders of a real estate investment trust if:

(1)

the real estate investment trust is the sole surviving real estate investment trust in the merger;

(2)

the certificate of formation of the real estate investment trust following the merger will not differ from the real estate investment trust’s certificate of formation before the merger;

(3)

immediately after the effective date of the merger, each shareholder of the real estate investment trust whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights;

(4)

the sum of the voting power of the number of voting shares outstanding immediately after the merger and the voting power of securities that may be acquired on the conversion or exercise of securities issued under the merger does not exceed by more than 20 percent the voting power of the total number of voting shares of the real estate investment trust that are outstanding immediately before the merger; and

(5)

the sum of the number of participating shares that are outstanding immediately after the merger and the number of participating shares that may be acquired on the conversion or exercise of securities issued under the merger does not exceed by more than 20 percent the total number of participating shares of the real estate investment trust that are outstanding immediately before the merger.

(b)

Unless required by the certificate of formation, a plan of merger effected under Section 10.005 (Creation of Holding Company by Merger) or 10.006 (Short Form Merger) does not require the approval of the shareholders of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Source: Section 200.409 — No Shareholder Vote Requirement for Certain Fundamental Business Transactions, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­200.­htm#200.­409 (accessed Jun. 5, 2024).

200.001
Definition 200.002
Applicability of Chapter 200.003
Conflict with Other Law 200.004
Ultra Vires Acts 200.005
Supplementary Powers of Real Estate Investment Trust 200.006
Requirement that Filing Instrument Be Signed by Officer 200.051
Declaration of Trust 200.052
No Property Right in Certificate of Formation 200.053
Procedures to Adopt Amendment to Certificate of Formation 200.054
Adoption of Amendment by Trust Managers 200.055
Adoption of Amendment by Shareholders 200.056
Notice of and Meeting to Consider Proposed Amendment 200.057
Adoption of Restated Certificate of Formation 200.058
Bylaws 200.059
Dual Authority 200.060
Organization Meeting 200.101
Number 200.102
Classification of Shares 200.103
Classes of Shares Established by Trust Managers 200.104
Issuance of Shares 200.105
Types of Consideration for Issuance of Shares 200.106
Determination of Consideration for Shares 200.107
Amount of Consideration for Issuance of Shares with Par Value 200.108
Value of Consideration 200.109
Liability of Assignee or Transferee 200.110
Subscriptions 200.111
Preformation Subscription 200.112
Commitment in Connection with Purchase of Shares 200.113
Supplemental Required Records 200.151
Registered Holders as Owners 200.152
No Statutory Preemptive Right Unless Specifically Provided by Certificate of Formation 200.153
Characterization and Transfer of Shares and Other Securities 200.154
Restriction on Transfer of Shares and Other Securities 200.155
Valid Restriction on Transfer 200.156
Bylaw or Agreement Restricting Transfer of Shares or Other Securities 200.157
Enforceability of Restriction on Transfer of Certain Securities 200.158
Joint Ownership of Shares 200.159
Liability for Designating Owner of Shares 200.160
Liability Regarding Joint Ownership of Shares 200.161
Limitation of Liability for Obligations 200.162
Preemption of Liability 200.163
Exceptions to Limitations 200.164
Pledgees and Trust Administrators 200.201
Authority for Distributions 200.202
Limitations on Distributions 200.203
Priority of Distributions 200.204
Reserves, Designations, and Allocations from Surplus 200.205
Authority for Share Dividends 200.206
Limitations on Share Dividends 200.207
Value of Shares Issued as Share Dividends 200.208
Transfer of Surplus for Share Dividends 200.209
Determination of Solvency, Net Assets, Stated Capital, and Surplus 200.210
Date of Determination of Surplus 200.211
Split-up or Division of Shares 200.251
Annual Meeting 200.252
Special Meetings 200.253
Notice of Meeting 200.254
Closing of Share Transfer Records 200.255
Record Date for Written Consent to Action 200.256
Record Date for Purpose Other than Written Consent to Action 200.257
Quorum 200.258
Voting in Election of Trust Managers 200.259
Cumulative Voting in Election of Trust Managers 200.260
Voting on Matters Other than Election of Trust Managers 200.261
Vote Required to Approve Fundamental Action 200.262
Changes in Vote Required for Certain Matters 200.263
Number of Votes Per Share 200.264
Voting in Person or by Proxy 200.265
Term of Proxy 200.266
Revocability of Proxy 200.267
Enforceability of Proxy 200.268
Procedures in Bylaws Relating to Proxies 200.301
Management by Trust Managers 200.302
Designation of Trust Managers 200.303
Trust Manager Eligibility Requirements 200.304
Number of Trust Managers 200.305
Compensation 200.306
Term of Trust Manager 200.307
Staggered Terms of Trust Managers 200.308
Vacancy 200.309
Notice of Meeting 200.310
Quorum 200.311
Committees of Trust Managers 200.312
Liability of Trust Managers 200.313
Statute of Limitations on Certain Action Against Trust Managers 200.314
Immunity from Liability for Performance of Duty 200.315
Right of Contribution 200.316
Officers 200.317
Contracts or Transactions Involving Interested Trust Managers and Officers 200.351
Investments 200.401
Definitions 200.402
Approval of Merger 200.403
Approval of Conversion 200.404
Approval of Exchange 200.405
Approval of Sale of All or Substantially All of Assets 200.406
General Procedure for Submission to Shareholders of Fundamental Business Transaction 200.407
General Vote Requirement for Approval of Fundamental Business Transaction 200.408
Class Voting Requirements for Certain Fundamental Business Transactions 200.409
No Shareholder Vote Requirement for Certain Fundamental Business Transactions 200.410
Rights of Dissent and Appraisal 200.451
Approval of Voluntary Winding up 200.452
Approval of Reinstatement, Cancellation, or Revocation of Voluntary Winding up 200.453
Responsibility for Winding up 200.501
Examination of Records 200.502
Joinder of Shareholders Not Required 200.503
Tax Law Requirements
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Accessed:
Jun. 5, 2024

§ 200.409’s source at texas​.gov