A domestic entity’s governing documents may include a waiver of jury trial for internal entity claims.
Sec. 2.116. WAIVER OF TRIAL BY JURY. (a) In this section, "internal entity claim" has the meaning assigned by Section 2.115. (b) The governing documents of a domestic entity may contain a waiver of the right to a jury trial concerning any internal entity claim. (c) In a lawsuit asserting an internal entity claim, a waiver of the right to a jury trial contained in the governing documents of a domestic entity is enforceable, regardless of whether the applicable governing document is signed by the members, owners, officers, or governing persons. (d) A person asserting an internal entity claim is considered to have been informed of the waiver of the right to a jury trial contained in the governing documents and to have knowingly waived the right in the action if the person: (1) voted for or affirmatively ratified the governing document containing the waiver; or (2) acquired an equity security of the domestic entity or any predecessor to the entity at, or continued to hold an equity security of a domestic entity that has one or more classes of equity securities listed on a national securities exchange after, a time at which the waiver was included in the governing documents. (e) Nothing in this section prevents an entity from showing that a person asserting an internal entity claim knowingly and informedly waived the right to a jury trial by any evidence satisfactory to the court having jurisdiction, including by the person's consent or acquiescence to the waiver contained in the governing documents. Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 4, eff. May 14, 2025.