Jared Sine

For those following Texas #SB140 and its intent on throwing #SMS marketing into chaos, here's some good news: the state just walked it back. When the law took effect September 1st, businesses faced $10,000 bond requirements and registration just to text their customers. Many companies pulled back entirely from SMS marketing to Texas consumers. The Texas Attorney General has now clarified in court filings: if you have proper written consent from consumers before texting them, the registration and bonding requirements DO NOT apply. ​ This is essentially what many of us predicted, but getting here was messy and needlessly resource intensive for businesses caught in the uncertainty. That said, a few things still remain unclear: *The "customer" exemption for current and former customers is still undefined ​ *Private rights of action haven't disappeared ​ *The constitutional challenge to SB 140 is ongoing, so this will still be around a while ​ Bottom line: if your SMS program runs on solid consent mechanisms, you were already in good shape. If not, fix your consent documentation now. My colleagues Megan New, Sarah Harrell, and Emily Pearl just published a new alert breaking this down for us (link in comments). What do you think? Is this a relief? Will you still be making changes to your SMS program? #DataPrivacy #SMSMarketing #TexasLaw #TechLaw

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Because some companies are considering moving to Texas or some founders are considering forming their companies in Texas. Great time to re-up on some differences in Texas business law. Founder disputes are more common than they should be. What does that mean for a startup with a small team trying to scale quickly. Well, if you have a dispute with a minority shareholder (the lesser founder). Then, potentially, the TBOC gives that minority shareholder some advantages. In Texas, the rules for bringing a derivative lawsuit on behalf of a business—whether a corporation, limited liability company (LLC), or limited partnership—are largely the same. But when the business is a closely held entity, the law gives minority owners some important advantages. What Counts as a Closely Held Entity? Texas defines a closely held business as one that: Has fewer than 35 owners, and is not traded on a public exchange or over-the-counter market. That definition covers most private companies in Texas, from family businesses to startups. The Usual Hurdles for Derivative Claims Ordinarily, a shareholder, member, or partner who wants to sue on behalf of the business faces significant procedural barriers. Among them: - Contemporaneous ownership: The owner must have held their stake at the time of the alleged misconduct. - Adequate representation: The owner must show that they can fairly represent the company’s interests, since any judgment will bind all owners—even those not participating in the lawsuit. - Demand requirement: Before filing, the owner must make a written demand on the company’s management, describing with particularity the act or omission at issue and requesting corrective action. Once the demand is made, the clock starts: The owner must wait 91 days before filing suit (unless the company rejects the demand earlier or delay would cause irreparable harm). If management chooses to investigate, discovery in the lawsuit is stayed until that process is complete. If management decides not to pursue the claim, and that decision is made by independent and disinterested directors, managers, or a court-appointed panel, the court is generally required to dismiss the case. These hurdles make derivative suits difficult to sustain. In practice, the demand requirement alone often ends minority-owner claims before they get off the ground. Here’s where Texas law is unique. For closely held corporations, LLCs, and limited partnerships, the court has discretion—“if justice requires”—to: Treat a derivative claim as a direct action, and Award any recovery directly to the suing owner rather than routing it through the company. This exception softens the harshness of the procedural gauntlet and ensures that minority investors in small, private companies aren’t left powerless when management refuses to act. https://lnkd.in/ekJRT-Qh

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If your client is “thinking out loud” with ChatGPT (or Claude, Gemini, Copilot) about legal exposure before calling counsel, assume this: those prompts and outputs may be discoverable. In a recent SDNY opinion, Judge Jed Rakoff held that an executive’s AI-generated “defense strategy” documents (created on a consumer chatbot and later shared with his lawyers) were fair game for federal prosecutors — not protected by attorney-client privilege and not work product. The court’s message is blunt: the chatbot is a third party. Act accordingly. I wrote this piece for The Texas Lawbook with a Texas-centric, practical takeaway list — including: A simple heuristic clients can remember under pressure The “pre-representation danger zone” (where most of the risk lives) Why “forwarding it to your lawyer” doesn’t fix privilege What enterprise AI does (and doesn’t) solve Why litigation holds should now cover AI chat logs / prompt history / exports Article: https://lnkd.in/ggU77few If you’re in-house (or outside counsel advising in-house), ask yourself: Would your current policies even capture the AI artifacts you’d need to preserve — or produce?

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Companies are fleeing Delaware for Texas right now. The new Texas Business Court just opened in January 2026, and corporations are racing to relocate their state of incorporation to get “board-friendly” protections. Translation: They want fewer shareholder lawsuits and more predictable governance outcomes. But here’s what nobody’s talking about - half these companies didn’t do a jurisdictional audit before they moved. Companies are making a billion-dollar decision based on headlines, not analysis. Ask your General Counsel: Do we actually know what legal exposure we’re trading and what protection we’re getting? Or are we just following the herd?

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Foley is serving as Texas counsel to Coinbase as it reincorporates from Delaware to Texas. This strategic move follows major corporate-law reforms in Texas, including Senate Bill 29 and the new Texas Business Court system, providing enhanced governance flexibility and predictability. Read more about this move: https://lnkd.in/eG5MH5zn

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Texas Mini-TCPA Law – FAQs for Marketing Texts With Texas S.B. 140 set to take effect soon, text marketers face new compliance risks. The amendment expands the definition of “telephone solicitation” to include text messages and ties violations directly to the Texas Deceptive Trade Practices Act, opening the door to more lawsuits and higher penalties. Key FAQs we address: • How does S.B. 140 change the scope of Texas’s telemarketing law? • Do text marketers have to register with the Texas Secretary of State? • Are there new obligations on consent, quiet hours, or the Texas no-call list? • What remedies are available for consumers under the Texas DTPA? • What practical steps should businesses take now? Full analysis here: https://lnkd.in/g_YEB9Vj #KelleyDrye #marketingpractices #SMS #TCPA #TSR #UDAP #telemarketing #Texas

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Texas Mini-TCPA Law – FAQs for Marketing Texts With Texas S.B. 140 set to take effect soon, text marketers need to be aware of new compliance risks. The amendment broadens the definition of "telephone solicitation" to include text messages and links violations directly to the Texas Deceptive Trade Practices Act, potentially leading to more lawsuits and increased penalties. Key FAQs addressed: - How does S.B. 140 alter the scope of Texas’s telemarketing law? - Are text marketers required to register with the Texas Secretary of State? - What new obligations exist regarding consent, quiet hours, or the Texas no-call list? - What remedies are available for consumers under the Texas DTPA? - What practical steps should businesses take now? For a full analysis, please visit: https://lnkd.in/eYH4PnMa #KelleyDrye #marketingpractices #SMS #TCPA #TSR #UDAP #telemarketing #Texas

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Criticism of proxy advisors is at an all-time high as public companies grow increasingly frustrated with their lack of transparency, error-prone reports, and conflicts of interest. To address these concerns, the Texas Legislature passed SB 2337, which regulates proxy advice for companies based in Texas or those planning to reorganize there. The new law requires proxy advisors to back their recommendations with financial analysis, aiming to better align advice with shareholder value. This change will increase costs for proxy advisors. If clients are unwilling to pay more, we may see fewer recommendations against Texas-based companies. For an analysis of the specific provisions of the new legislation regulating proxy advice in Texas, click below to download our Commentary. #corporategovernance

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