Texas Business Court Jurisdiction: What Qualifies and What Does Not

Most closely held owner disputes do not belong in the Texas Business Court, and the reason is the
amount in controversy rather than the subject matter. The subject-matter list reads like a description
of the practice — derivative proceedings, internal affairs, owner-against-owner claims, breach of the
duty of loyalty — but there is a dollar gate in front of it, and a fight over a $12M services company
is usually below it.

This is a practitioner's summary of what the court can hear, written for the lawyer deciding where a
matter goes.

The Business Court was created by HB 19, 88th Legislature (2023), effective 2023-09-01. The
courts began accepting cases on 2024-09-01.
(Sources: Kilpatrick;
Spencer Fane.)

Jurisdiction is concurrent with the district courts, not exclusive.

Tex. Gov't Code § 25A.004(b)
gives the court civil jurisdiction, where the amount in controversy exceeds the statutory threshold, in:

1. a derivative proceeding;
2. an action regarding the governance, governing documents, or internal affairs of an organization;
3. state or federal securities or trade-regulation claims against an organization, a controlling person, a managerial official, an underwriter or an auditor;
4. an action by an organization, or an owner of an organization, against an owner, controlling person or managerial official alleging an act or omission in that capacity;
5. an action alleging that an owner, controlling person or managerial official breached a duty owed to an organization or an owner, including the duty of loyalty or good faith;
6. owner or governing-person liability for the obligations of the organization; and
7. an action arising out of the Business Organizations Code.

Subsection (c) removes the amount-in-controversy requirement where a party is a publicly traded
company. Subsection (d) reaches further categories above its own $5 million threshold, including
actions arising out of a qualified transaction, contractual consent-to-jurisdiction actions, and
intellectual property actions expressly including "a trade secret, as that term is defined in Section
134A.002, Civil Practice and Remedies Code" — and actions arising out of Chapter 134A itself.

The qualified-transaction route has two separate $5 million tests, and they are not the same
test. The transaction itself must meet the statutory definition, which requires an aggregate value
of at least $5 million (§ 25A.001(14)); and the amount in controversy must exceed $5 million
(§ 25A.004(d)). A transaction worth exactly $5 million can satisfy the definition. An amount in
controversy of exactly $5 million does not clear the gate. Both figures were lowered from $10
million by HB 40, effective 1 September 2025.

Read categories 2, 4, 5 and 7 together and you have a description of a business divorce. The
legislature built a forum for exactly these disputes.

§ 25A.004(b): the Business Court has jurisdiction concurrent with district courts where "the amount in
controversy exceeds $5 million, excluding interest, statutory damages, exemplary damages, penalties,
attorney's fees, and court costs" — for derivative proceedings; actions regarding the governance,
governing documents, or internal affairs of an organization; securities and trade-regulation claims;
and actions by an organization or its owner against an owner, controlling person, or managerial
official. That list is the business-divorce list. § 25A.004(c) removes the threshold entirely where
a party is a publicly traded company.

And the calculation excludes more than practitioners expect. The statute excludes interest,
statutory and exemplary damages, penalties, attorney's fees and costs from the amount in controversy.
A claim that looks large because of an exemplary-damages theory may not clear the gate on the
compensatory figure alone.

Tex. Gov't Code § 25A.003:
"The judicial district of the business court is composed of all counties in this state," and the
divisions map to the administrative judicial regions — with one Austin-relevant exception. The Third
Business Court Division is composed of the counties of the Third Administrative Judicial Region
_and Bastrop County_ (§ 25A.003(e)).

Bastrop is in the Austin MSA and is expressly assigned to the Third Division, which means for an
Austin-metro practitioner the economic geography and the judicial geography line up.

Several divisions are expressly "subject to funding through legislative appropriations," which is why
not all eleven operate. Secondary sources report that divisions serving Dallas, Austin, Houston, Waco
and San Antonio became effective 2024-09-01
(Spencer Fane;
Lloyd Gosselink).
Confirm the current operating list before relying on it.

Three things, deliberately.

How the court is performing. There is no reliable public dataset on Business Court disposition
times, and an impression is not a dataset.

Whether to remove or transfer a particular matter. That turns on the pleadings, the timing, and
HB 40's provisions for early resolution of jurisdictional disputes.

Whether Texas is displacing Delaware. It is the question everyone writes about and it is not the
question a lawyer with a case in hand is asking.

Disclaimer. This publication is provided by Amini & Conant, LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. Should the reader seek further analysis of the subject matter or answers to specific questions about the subject matter, please contact the author at neema@aminiconant.com. This publication is considered advertising under applicable state laws.

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