Since September 1, 2024, Texas has operated a specialized statewide Business Court designed to handle complex commercial disputes with greater efficiency and expertise. For E-2 treaty investors, EB-5 visa holders, and international entrepreneurs conducting business in Texas, understanding this new forum is essential to protecting your investments and navigating the American legal system effectively.
What Is the Texas Business Court?
The Texas Business Court represents a significant evolution in how the state handles high-stakes commercial litigation. Created by the 88th Texas Legislature, this specialized trial court was modeled after Delaware’s renowned Chancery Court and brings sophisticated business-law expertise to disputes that often involve millions of dollars and complex corporate structures.
Unlike federal courts, the Business Court operates at the state level and runs parallel to traditional Texas district courts. It features appointed judges with extensive business litigation experience who can issue written, precedential opinions that bring consistency and predictability to Texas business law.
Why E-2 and EB-5 Investors Should Pay Attention
If you are operating a business in Texas under an E-2 treaty investor visa or have invested capital through the EB-5 program, the Business Court may become your dispute resolution forum. This matters because the court’s specialized approach can significantly impact how quickly and effectively business conflicts are resolved—and business disputes can directly affect your immigration status.
The court handles disputes that E-2 treaty investors and EB-5 participants commonly face, including shareholder disagreements, breach of contract claims between businesses, fiduciary duty violations, and merger and acquisition disputes. For those who have invested substantial capital to qualify for treaty investor status or EB-5 regional center investments, these protections are particularly relevant.
What Cases Qualify for the Business Court?
The Business Court exercises jurisdiction over specific categories of commercial disputes. To qualify, cases generally must meet both subject-matter requirements and minimum dollar thresholds.
Core Business Disputes: The court hears breach of contract cases between businesses, shareholder and partnership disputes, and fiduciary duty claims involving corporate officers, directors, managers, and controlling owners. These disputes frequently arise in closely held companies where E-2 investors hold ownership stakes or where EB-5 investors participate through limited partnerships.
Entity Governance Matters: Internal affairs of corporations, limited liability companies, and partnerships fall within the court’s jurisdiction. This includes derivative actions and disputes over access to books and records—issues that international investors may encounter when seeking transparency in their American business ventures or EB-5 project investments.
Investment and Acquisition Disputes: Purchase and sale agreements, earn-out provisions, indemnification claims, and private equity or venture capital disputes are all within the court’s purview. E-2 investors acquiring existing businesses or EB-5 investors participating in new commercial enterprises should be particularly aware of this jurisdiction.
Statutory Commercial Claims: The court handles claims under the Texas Business Organizations Code and business-related fraud or misrepresentation claims when connected to qualifying disputes.
Dollar Thresholds Matter
Jurisdiction generally requires minimum amounts in controversy. Most business disputes must involve at least five million dollars, while certain categories involving publicly traded companies require ten million dollars or more. Some internal governance disputes may qualify regardless of dollar amount.
These thresholds mean the Business Court serves investors who have made substantial commitments to their Texas business operations. E-2 treaty investors typically must demonstrate substantial investment in their enterprise, while EB-5 investors must commit at least $800,000 in targeted employment areas or $1,050,000 in standard areas. Business disputes at these investment levels often meet Business Court thresholds.
What the Business Court Does Not Handle
The court has limited, enumerated jurisdiction and does not hear personal injury cases, family law matters, probate disputes, residential landlord-tenant cases, consumer matters without significant business nexus, or most employment cases unless tightly connected to ownership or governance issues.
Geographic Structure and Venue
The Business Court divides Texas into eleven geographic divisions aligned with the state’s major regions. Judges are appointed by the Governor and confirmed by the Texas Senate, ensuring qualified jurists with demonstrated expertise in business litigation.
Filing Options and Strategic Timing
Parties may file cases directly in the Business Court if the matter meets statutory requirements and amount-in-controversy thresholds. Alternatively, defendants may remove qualifying cases from district court, though strict timing requirements apply and failure to remove timely constitutes waiver.
For E-2 and EB-5 investors, this means working with counsel who can immediately evaluate Business Court eligibility when disputes arise. The decision of whether to pursue this forum should be made at the outset of litigation, not as an afterthought.
Procedural Expectations
The Business Court operates under the Texas Rules of Civil Procedure but with more active case management than traditional district courts. Judges rigorously manage discovery, scheduling, and expert issues. Litigants should expect fewer continuances, early engagement on merits, and sophisticated handling of summary judgment motions and injunctive relief.
This intensive approach means faster resolution but also requires parties to be prepared for higher litigation intensity and less tolerance for delay tactics.
Appeals Process
Appeals from the Business Court proceed to the newly created Texas Fifteenth Court of Appeals, specifically designed to develop consistent statewide business-law precedent. Further review remains available in the Texas Supreme Court.
This appellate structure aims to create predictable legal standards that benefit all businesses operating in Texas, including those owned or operated by foreign nationals who may be less familiar with varying interpretations across different appellate districts.
Strategic Considerations for E-2 and EB-5 Investors
The Business Court offers several advantages: experienced judges who understand complex commercial matters, faster dispute resolution, predictable rulings based on expertise, and written opinions that provide useful precedent for future business planning.
However, the forum also demands readiness for higher litigation intensity and sophisticated legal representation. Cases involving straightforward facts or lower dollar amounts may be better suited to traditional district courts.
Implications for E-2 Treaty Investors
E-2 treaty investors must maintain active operation and development of their enterprises to maintain visa status. Business disputes that threaten company viability, ownership structure, or operational control can jeopardize immigration status. The Business Court’s expertise and efficiency may help resolve such disputes more quickly, potentially protecting both business interests and E-2 visa eligibility.
Treaty investors who face shareholder disputes, breach of contract claims, or challenges to their controlling interest in the business may benefit from the Business Court’s sophisticated understanding of corporate governance and fiduciary duties. Faster resolution means less time operating under uncertainty that could affect visa renewals or extensions.
Implications for EB-5 Investors
EB-5 investors who have committed capital through regional centers or direct investments may find themselves involved in disputes over project performance, fund management, partnership obligations, or job creation requirements. The Business Court provides a forum where these sophisticated investment disputes can be heard by judges with relevant expertise.
Disputes involving EB-5 new commercial enterprises, particularly those structured as limited partnerships or LLCs, often fall squarely within the Business Court’s jurisdiction. Whether the issue involves breach of the subscription agreement, mismanagement of invested funds, failure to meet job creation targets, or disputes among investors, the Business Court’s specialized expertise can be invaluable.
For EB-5 investors, timely resolution of business disputes is particularly critical because delays can affect the ability to demonstrate sustained investment, job creation, and ultimately the removal of conditional permanent residence status.
Working with Qualified Counsel
The Business Court’s specialized nature underscores the importance of working with attorneys who understand both complex commercial litigation and the unique concerns of E-2 and EB-5 investors doing business in the United States. Legal counsel should be able to evaluate whether disputes qualify for Business Court jurisdiction, advise on strategic timing of filing or removal, and navigate the court’s more intensive procedural expectations.
For E-2 treaty investors and EB-5 participants, having representation that understands how business litigation intersects with immigration status and visa compliance is particularly valuable. Business disputes are not merely commercial matters—they can directly impact your ability to remain in the United States and achieve your immigration goals.
Conclusion
The Texas Business Court represents a significant enhancement to the state’s business litigation infrastructure. For E-2 treaty investors and EB-5 visa holders who have chosen Texas as their base for American business operations, this specialized forum offers expertise, efficiency, and predictability in resolving commercial disputes.
Understanding how the Business Court functions, what disputes it handles, and when to consider this forum should be part of every foreign investor’s legal planning in Texas. As the court continues developing its jurisprudence, it will likely become an increasingly important consideration for treaty investors and EB-5 participants conducting sophisticated business transactions in the state.
Whether you are an E-2 investor actively managing your enterprise or an EB-5 investor monitoring your new commercial enterprise, awareness of the Business Court’s role in protecting your business interests—and by extension, your immigration status—is essential to successful investment in Texas.
