Relating to choice of law and assignment or acquisition of claims and demands in connection with certificated and uncertificated securities.

HB 3929 clarifies rules for securities transactions in Texas by establishing that the governing law agreed upon by an issuer (e.g., for a stock certificate or electronic holding) controls disputes, including invalidity consequences. It automatically transfers all claims against issuers or related parties (like trustees or underwriters) to a security purchaser unless otherwise agreed in writing, and blocks issuers from using a purchaser’s "intent" as a defense. The bill also requires governing law choices to apply retroactively to all related issues and allows securities to be amended to change governing law with less than unanimous consent. These changes directly affect purchasers of securities (both physical certificates and electronic holdings) and issuers involved in Texas-based transactions. The law would take effect September 1, 2025.