Texas stands up a business court, with a $5 million floor

The pitch is Delaware without the flight. The question the Texas Business Court has to answer over the next decade is whether a venue built from scratch, with a hard jurisdictional floor and an unusual opt-in structure, can produce the kind of written record that makes parties choose it on purpose rather than end up in it by accident.

What Chapter 25A actually does

Chapter 25A creates a single statewide court with five operating divisions seated in the First, Third, Fourth, Eighth, and Eleventh Administrative Judicial Regions. In plain geography that puts courtrooms in the Houston, Austin, Dallas-Fort Worth, San Antonio, and West Texas regions, respectively. Each division has at least two judges appointed by the governor for two-year terms, with advice and consent of the Senate, and the eligibility bar is ten years of relevant experience in complex civil, business, or transactional practice. The terms are short by Texas standards and will almost certainly be extended in a future session; for now the court is a two-year experiment at the judge level.

The jurisdictional gate is a dollar amount, not a subject-matter category alone. For most qualifying actions, the amount in controversy must exceed $5 million, exclusive of interest, statutory damages, exemplary damages, costs, and attorney's fees. For certain "qualified transactions" that fall within the court's jurisdiction regardless of subject matter, the floor is $10 million. Those numbers are the design choice that defines the court: this is a forum for large commercial cases, not a routine commercial docket.

Subject-matter jurisdiction covers the expected list. Internal-affairs disputes over governance, fiduciary duties among officers, directors, managers, and controlling shareholders, derivative actions, and claims arising under the Texas Business Organizations Code are in. Qualified transaction disputes involving contracts of at least $10 million are in if the parties agreed to the court's jurisdiction or the defendant consents. Securities and trade-regulation claims tied to those transactions follow. Consumer cases, personal-injury cases, estate matters, and family matters are out by statute.

Concurrent jurisdiction with the district courts is the rule, not exclusive jurisdiction. A case can be filed in the Business Court when it qualifies, and it can be removed to the Business Court from a district court on a timely request. The mechanics of removal and remand, including a thirty-day window after a party learns the case qualifies, are set out in Sections 25A.006 and 25A.007. A remand decision, and a denial of removal, are both immediately appealable under the statute, which is a structural choice that will generate early procedural doctrine before anyone has written a substantive opinion.

The appellate piece, which is the one that matters

A specialized trial court without a specialized appellate court is a law-review hypothetical. Texas built both. Senate Bill 1045, signed the same week as HB 19, created the Fifteenth Court of Appeals, a new intermediate appellate court seated in Austin with statewide jurisdiction over appeals from the Business Court and over civil cases in which the state is a party. The Fifteenth has three justices on four-year terms, elected statewide beginning in 2026, with the initial bench appointed by the governor.

This is the piece that determines whether the Texas Business Court produces persuasive law rather than scattered trial rulings. A sophisticated commercial bar chooses a forum for its written opinions, which means it chooses an appellate court as much as a trial court. Texas has given itself one, and unlike the existing fourteen intermediate courts the Fifteenth is designed, from its jurisdiction outward, to build a commercial record. The court's first opinions will not land until late 2024 at the earliest, and the first substantive ones on Business Court cases will likely be 2025 and beyond.

The rollout, by month

The bill was signed June 9, 2023 and made most of Chapter 25A effective September 1, 2023, but the court's jurisdiction over filed cases begins September 1, 2024. That twelve-month runway is the appointment window. Governor Abbott named the first slate of Business Court judges in February 2024, with additional appointments through March and April to fill out the five divisions. The initial Fifteenth Court of Appeals bench was appointed over the same window. The Texas Judicial Branch and the Office of Court Administration have been publishing local rules, filing procedures, and electronic-filing integration guidance in advance of the September opening.

A handful of practical items are still moving. The Supreme Court of Texas is expected to issue rules of procedure specific to the Business Court under its general rulemaking authority, and those rules will govern case-management orders, expedited scheduling, and the court's handling of dispositive motions. Pattern scheduling orders and the question of whether the court will default to expert-witness limits, trial time limits, or Daubert-style gatekeeping hearings up front are all rule-making decisions rather than statutory ones. By the time filings open in September, a practitioner should expect a Business Court-specific rules package to be in place, even if some of the finer procedural questions get answered through the first wave of cases.

Contrast with the Delaware comparison

Every state that has built a business court in the last twenty years has been chasing Delaware, and every one of them has had to decide which pieces of the Delaware model to copy and which to leave behind. The Court of Chancery hears on the order of a thousand to fifteen hundred new matters a year across its various categories, runs without juries, and produces written opinions at volume. Its judges are appointed for twelve-year terms, which is the structural choice most often credited with the court's depth. Its jurisdiction is equitable, which shapes what cases come to it and which remedies it can grant.

Texas copied the idea of a dedicated commercial forum and a matched appellate court. It did not copy the tenure, the equity-only jurisdiction, or the absence of a dollar floor. Two-year terms are short; the jurisdictional floor is high; juries are available on demand unless waived. The Texas Business Court will, by design, hear fewer cases than Chancery and hear bigger ones. Whether that produces a persuasive body of opinions depends on the first dozen or so substantive disputes it takes, and on whether the Fifteenth Court of Appeals writes at length.

The other near comparison is the North Carolina Business Court, which has a longer track record, a more flexible jurisdictional scheme, and does not have a dedicated appellate court. North Carolina shows that a state can build a commercial-bar-trusted forum without the full Delaware stack, but it also shows that the absence of a specialized appellate court limits how far trial-level opinions carry. Texas is betting that having both, even at smaller scale, is the better design.

Who should care, and when

For a Texas-headquartered operating company with governance disputes large enough to clear $5 million, the Business Court is the default starting point as of September. For a non-Texas party doing a qualified transaction with a Texas counterparty, the forum-selection question becomes live in any deal that closes after the court opens. A forum clause selecting "the Business Court of Texas" is a real option now, not a hypothetical, and lawyers drafting governance documents and credit agreements should add it to their menu alongside the Delaware Chancery and New York commercial-division clauses they already use.

For a founder forming a Texas entity in 2024, the court's existence does not change the formation calculus on its own. Most Texas LLCs will never clear the jurisdictional floor, and concurrent jurisdiction with the district courts means qualifying disputes still have options. What does change is the appellate path: a large-stakes governance dispute in a Texas-chartered entity now has a plausible route through a specialized appellate court, which is a structural argument for Texas that did not exist a year ago. The weight that argument carries in 2025 and 2026, once the Fifteenth begins publishing opinions, is the thing to watch.

The unknown is volume. Delaware's Chancery filings come from a combination of entity base, forum-selection clauses pointing in, and institutional habit. Texas has the entity base, has just created the forum-selection target, and will have to build the habit. September 1, 2024 is the moment the meter starts.

Sources

• Texas H.B. 19, 88th Leg., R.S. (2023), signed June 9, 2023, https://capitol.texas.gov/BillLookup/History.aspx?LegSess=88R&Bill=HB19
• Tex. Gov't Code Ch. 25A (Business Court of Texas), https://statutes.capitol.texas.gov/Docs/GV/htm/GV.25A.htm
• Texas S.B. 1045, 88th Leg., R.S. (2023) (Fifteenth Court of Appeals), https://capitol.texas.gov/BillLookup/History.aspx?LegSess=88R&Bill=SB1045
• Office of the Governor, press release on initial Business Court judicial appointments (February 2024), https://gov.texas.gov/news
• Texas Judicial Branch, Business Court information page, https://www.txcourts.gov/
• Delaware Court of Chancery, annual caseload and operations statistics, https://courts.delaware.gov/chancery/