Texas Codes

Tex. Bus. Orgs. Code § 21.370 (2026)

Enforceability Of Proxy

✓ current as of May 2026

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Sec. 21.370. ENFORCEABILITY OF PROXY. (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if:

(1) the proxy is noted conspicuously on the certificate representing the shares subject to the proxy; or

(2) in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.

(b) An irrevocable proxy that is otherwise enforceable is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value, unless the proxy is:

(1) noted conspicuously on the certificate representing the shares subject to the proxy; or

(2) in the case of uncertificated shares, notation of the proxy is contained in the notice sent under Section 3.205 with respect to the shares subject to the proxy.

(c) An irrevocable proxy shall be specifically enforceable against a person who is not a transferee for value from the time the person acquires actual knowledge of the existence of the irrevocable proxy.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions

Cited in 1 case (1 in the last 5 years), 2022–2022 · leading case: Sharon Hawkins v. W.Bradley Daniel (Del. Ch. 2022).

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Sharon Hawkins v. W.Bradley Daniel (Del. Ch. 2022). “”); Tex. Bus. Orgs. Code Ann. § 21.370 (b) (West 2006) (making irrevocable proxy enforceable against transferee unless transferee lacked “actual knowledge of the existence of the irrevocable proxy at the time of the transfer”).”

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