HB 1185: Courts; certain shareholder claims to be brought before the Georgia State-wide Business Court; provide

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Discussed in meetings (15)

The House and Senate meetings that took this bill up, from their machine transcripts. Each account was written by Georgia Commons with AI and is not part of the record; the video is what was said.

1. House Judiciary Committee, February 18, 2026

   From 0:03:45 · Watch on the General Assembly's Vimeo channel

   Summary by Georgia Commons: The sponsor said the bill would let corporate governing documents direct internal disputes exclusively to the statewide business court, change transfer rules, and allow public corporations to require up to 1% share ownership for derivative lawsuits. The sponsor also described limits on records requests, mandatory legal fees for bad-faith requests, officer liability protections with exceptions, and restrictions on awarding fees for disclosure-only benefits. An attorney from the governor’s office said the goal was clearer, more stable business law. One member warned that records restrictions could prevent shareholders from investigating suspected wrongdoing before suing. The sponsor and attorney said the language targeted costly searches for additional claims and addressed active or pending cases. A second member questioned definitions, the ownership threshold, and excluding disclosures regardless of their importance. The attorney cited Texas’s 3% threshold and said disclosure-only settlements could block other shareholder claims. The first member offered amendments narrowing the records restriction to current proceedings and removing mandatory fee awards, arguing judges already had discretion. Both failed. The sponsor opposed the first amendment but promised further work. The committee approved the bill by voice vote, with opposition heard.

2. House Rules Committee, February 25, 2026

   From 1:26:33 · Watch on the General Assembly's Vimeo channel · Confirmed by the 2026 House Journal, p. 1581

   Summary by Georgia Commons: The presenter said HB 1185 was developed with the governor's office to update the business court statute, with the aim of encouraging more businesses to incorporate in Georgia. No questions or scheduling decision followed.

3. House floor session, February 25, 2026 (legislative day 24)

   From 5:16:14 · Watch on the General Assembly's Vimeo channel · Confirmed by the 2026 House Journal, p. 1604

   Summary by Georgia Commons: The sponsor said HB 1185 would allow certain shareholder and partner disputes to be resolved in the Statewide Business Court when business governing documents selected that court, give more flexibility in transferring cases between courts, and limit costly document requests lacking a proper purpose. The sponsor argued that specialized handling of complex disputes could attract incorporations and jobs. An opposing member supported much of the bill but objected to Section 10. That member said investors currently could request specified company records for a stated purpose before deciding whether to sue, but Section 10 would treat an expected lawsuit as an improper purpose. The member argued this could block owners investigating mismanagement and cause more lawsuits by requiring litigation to obtain records. The member said discussions with the sponsor and governor's office had identified a possible fix, but no floor amendment was offered. The member also disputed comparisons with Delaware and Texas. The House passed the bill 104 to 66.

4. House Rules Committee, February 25, 2026

   From 0:21:33 · Watch on the General Assembly's Vimeo channel · Confirmed by the 2026 House Journal, p. 1581

   Summary by Georgia Commons: A motion and second were made to add HB 1185 to the supplemental calendar under modified structure. A committee member objected. After a voice vote with both ayes and noes, the chair declared it added. No vote count or discussion of the bill's provisions was given.

5. Senate Judiciary Committee, March 19, 2026

   From 0:14:38 · Watch on the General Assembly's Vimeo channel

   Summary by Georgia Commons: The sponsor said HB 1185 would allow corporate incorporation documents to direct disputes to the statewide business court, allow shareholder claims brought on a company’s behalf there, and limit improper demands for corporate records through purpose requirements and sanctions. The sponsor said the proposal drew partly on Texas law and was intended to encourage business growth. The chair asked why the bill removed a presumption favoring the court where a case was first filed. Counsel for the governor’s office explained that the change concerned transfer requests receiving no timely objection, and that a party could still block a transfer by objecting. The chair also asked whether restrictions involving expected litigation could let corporations withhold records too broadly. Counsel said expected litigation meant an imminent dispute, not merely a possible future lawsuit, and said the provision sought to prevent records demands from bypassing court evidence-gathering procedures. The committee unanimously recommended passage.

6. Senate Rules Committee, March 23, 2026

   From 0:29:50 · Watch on the General Assembly's Vimeo channel

   Summary by Georgia Commons: The presenter said HB 1185 would update the Georgia State-wide Business Court's authority over shareholder actions, including cases directed there by a company's articles of incorporation. The presenter said the goal was to encourage large companies to incorporate in Georgia, as they do in Delaware. A committee member later requested the bill for the floor calendar, and it was included in the package approved unanimously.

7. Senate floor session, March 25, 2026 (legislative day 37)

   From 5:45:37 · Watch on the General Assembly's Vimeo channel · Confirmed by the bill's status history (Senate Third Read)

   Summary by Georgia Commons: The sponsor said HB 1185 would standardize internal business disputes, tighten shareholder lawsuit and record-inspection requirements, extend liability protections to officers and clarify transfers to the Statewide Business Court. The first amendment's presenter sought to narrow disclosure claims, remove unequal attorney-fee provisions and restore a preference for cases staying in a party's home county. That presenter warned that broad language might draw PFAS or coal-ash cases into business court. In response to questions, the presenter said some shareholder disputes could still be required to go there. A second amendment's presenter proposed allowing judges to consolidate related cases to reduce delays and costs. Another senator questioned its connection to business courts and whether it could force defendants into combined trials without consent. Additional amendments addressed shareholder language, fees, consolidation and default business court requirements for newly formed or converted corporations. A motion to end debate failed 14 to 35. Before votes on the amendments or final passage, the Senate voted 27 to 23 to table the bill.

8. Senate floor session, March 27, 2026 (legislative day 38)

   From 9:32:44 · Watch on the General Assembly's Vimeo channel · Confirmed by the bill's status history (Senate Taken from Table)

   Summary by Georgia Commons: The sponsor said HB 1185 concerned the State-wide Business Court's authority over certain cases and returned after earlier disagreements with a negotiated Amendment 4. The clerk described shareholder claims, corporate provisions choosing the business court, transfer procedures and attorney fees. The amendment's author said the compromise limited covered claims to those brought by shareholders or members, tightened definitions, added reasonableness standards concerning fees and restored a presumption against moving cases out of their original court. The author said the aim was to prevent parties outside publicly traded or certain sophisticated companies from being forced into business court by another party alone. Earlier Amendments 1, 2, 3 and 3A were withdrawn. Another member voiced support for protecting smaller parties from being forced to litigate in Atlanta. Amendment 4 passed 37-9, and the bill passed as amended 45-2.

9. House floor session, March 31, 2026 (legislative day 39, part 3)

   From 1:16:43 · Watch on the General Assembly's Vimeo channel · Confirmed by the bill's status history (House Agreed Senate Amend or Sub)

   Summary by Georgia Commons: The sponsor said the bill aims to attract corporate incorporation by expanding access to judges experienced in complex business disputes. The sponsor described Senate changes narrowing internal company claims to those brought by shareholders or members, requiring certain complex claims involving public or large companies to go to the Statewide Business Court, and protecting small businesses’ ability to remain in local courts. The sponsor also said the changes preserve a presumption against moving certain cases from local courts, limit records requests connected to reasonably expected litigation, and make attorney-fee awards discretionary. One member warned that investors seeking records to investigate problems could lose access because litigation might be foreseeable. The sponsor said good-faith information requests should differ from searches intended to generate lawsuits, with a fact-finder assessing reasonableness. A second member asked about both parties’ consent to Business Court proceedings; the sponsor said existing protections were strengthened. Another member confirmed support for discretionary attorney fees. A further member questioned distinctions between fundraising categories and whether small investment entities could face mandatory Business Court proceedings. The sponsor cited the goal of distinguishing large companies and the role of company agreements. The House agreed to the Senate changes, 97 to 65.

• Read aloud: House floor session, February 5, 2026 (legislative day 13), 0:39:05
• Read aloud: House floor session, February 6, 2026 (legislative day 14), 0:50:34
• Read aloud: House floor session, February 19, 2026 (legislative day 21), 1:07:25
• Read aloud: Senate floor session, February 26, 2026 (legislative day 25), 0:26:10
• Read aloud: Senate floor session, March 20, 2026 (legislative day 35), 0:35:42
• Read aloud: Senate floor session, March 23, 2026 (legislative day 36), 0:34:02

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