Southern Methodist University · Dallas, Texas
Corporate governance research combining empirical methods from finance with doctrinal analysis from corporate law.
Five instruments
Every U.S. public company changing its state of incorporation — vote tallies, event studies, statutory tracking.
Weekly intelligence on the Texas Business Court, read from the signed PDFs and cited to the paragraph.
The court’s public record, machine-tracked on a 30-minute cadence with honest freshness badges.
123 of 123 published opinions indexed and coded across doctrine, division, disposition, and taxonomy — the corpus as a queryable object.
Where America is incorporated, the charter-migration Sankey, and migrating market value — the full data observatory, computed from canonical feeds at page load.
Open Live Intelligence →10 research programs across the corporate-governance landscape.
SMU’s corporate-governance research combines empirical finance, corporate-law doctrine, SEC filing analysis, court monitoring, and primary-source statutory research. Our live research products track the legal, financial, and boardroom consequences of jurisdictional competition, Texas corporate-law reform, fiduciary-duty doctrine, shareholder litigation, corporate purpose, and governance risk.
Primary-source-first research. Legal, filing, statutory, and empirical claims are source-status labeled, with primary sources controlling where available. Aggregate market value includes SpaceX, a private Delaware→Texas issuer tracked for value but excluded from the public-company mover count; the firm count reflects the public-company panel-B movers.
Research programs
Publications
Working papers, law-review articles, books, and commentary from SMU CGI faculty — recent and selected work since early 2025. Listed chronologically, newest first; click any title to open the source. Each entry is checked against its primary venue (byline, date, and title) before listing.
Featured exchange · CLS Blue Sky Blog
ExxonMobil and the Leopard Paradigm — an SMU CGI faculty exchange
In May 2026, Shane Goodwin and Christina M. Sautter published paired CLS Blue Sky Blog essays on ExxonMobil's proposed New Jersey-to-Texas redomiciliation. Goodwin's What ExxonMobil's Proxy Actually Says (May 5, 2026) reads the proxy materials and discusses their implications for the governance-discount literature; Sautter's ExxonMobil's Planned Domicile Change Is a Test of the Leopard Paradigm (May 21, 2026) applies a rights-powers framework and considers how formal shareholder rights and practical shareholder power may differ. Each essay is listed below under its author. The Initiative presents both views as scholarship; it does not endorse the conclusions of either piece.
49 Seattle U. L. Rev. (forthcoming) · SSRN abstract id=5243494
Corporate-personhood and family-business framing applied to the TikTok divestiture episode.
Working paper, SMU Corporate Governance Initiative
Cohort-level event study of the post-Tornetta reincorporation wave, with cross-sectional analysis of controller ownership concentration, dual-class structure, and exchange-listing variation.
78 Florida Law Review (forthcoming 2026) · SSRN abstract id=5143857
Debunks the "shareholder democracy" metaphor — tracing the term to 1920s Wall Street marketing — and argues most shares are held and voted by institutions, concentrating power in the Big Three, large funds, and proxy advisers rather than dispersing it to retail holders.
82 Washington and Lee Law Review 1655 (2026)
Argues 42 U.S.C. § 1981 (Civil Rights Act of 1866) fails to secure equal contracting rights for Black contracting parties amid DEI retrenchment; combines law-and-economics analysis with interest-convergence theory.
106 B.U. L. Rev. 101 (2026) · SSRN abstract id=6596419
Centers faculty hiring within the university's "governance triangle" — internal stakeholders, external actors (trustees, donors, regulators), and reputational markets — and argues reputational risk now dominates academic mission amid anti-DEI retrenchment.
Bloomberg Law (Legal Exchange) paywall
Argues the two proxy advisers controlling more than 90% of the market face no federal duty to disclose conflicts of interest — including consulting ties to the companies they rate and their own litigation against Texas while recommending votes against Texas reincorporations. Proposes state disclosure statutes keyed to the TSC Industries v. Northway materiality standard: disclosure of the adviser's own relationships, not regulation of its opinions.
Bloomberg Law (Legal Exchange) paywall
Frames Texas corporate law as a menu, not a package: ExxonMobil (NJ → TX) chose continuity by declining elective rights-weakening provisions, while Dell (DE → TX) itemized a specific governance architecture (3% derivative-standing threshold, § 21.373 shareholder-proposal bylaw election); distinguishes the derivative-standing 3% threshold from the shareholder-proposal threshold often conflated as a single "3% rule."
Columbia Law School Blue Sky Blog
Applies the Leopard Paradigm to the ExxonMobil redomiciliation; argues formal shareholder rights can be preserved while practical shareholder power is restructured.
SMU Cox Hilltop Forum
Reads the NJ → TX redomiciliation proxy through an 18-specification event-study battery; argues critics misread the disclosure.
Columbia Law School Blue Sky Blog · cited by ExxonMobil in a Rule 14a-12 soliciting-material filing (SEC acc. no. 0001193125-26-099413)
CLS Blue Sky version of the Hilltop Forum essay; ExxonMobil's Rule 14a-12 soliciting material directs investors to this piece.
Law360 paywall
Argues ExxonMobil's retail voting program functions as an entrenchment device; cited in SEC filings on the redomiciliation proposal.
Bloomberg Law (Good Counsel) paywall
On the Texas Historically Underutilized Business Program rollback and the compliance confusion it creates for federal contractors.
Bloomberg Law (Good Counsel) paywall
Argues both pro- and anti-Delaware camps misread the board's multi-constituency role; charter choice is business judgment, not a governance proxy.
The Texas Lawbook
Texas-audience version of the Bloomberg Law thesis; argues TBOC § 21.373 / § 21.552 enable post-vote board override by bylaw.
Bloomberg Law (Legal Exchange) paywall
Argues the ExxonMobil TX move is "corporate disenfranchisement by design"; develops the Leopard Paradigm framing.
Bloomberg Law (Legal Exchange) paywall
Defends Texas SB 2337 (regulating proxy advisory firms) as a disclosure-based investor protection measure; argues proxy advisers exercising delegated fiduciary power must be transparent about non-pecuniary analytical frameworks.
Columbia Law School Blue Sky Blog
Introduces the "Leopard Paradigm" framework that anchors the later May 21 follow-up.
ECGI Law Working Paper No. 902/2026 · forthcoming 17 U.C. Irvine Law Review
Develops the "rights–powers gap" framework — the core theoretical apparatus behind the Leopard Paradigm.
Submission to the UN Working Group on Business and Human Rights (OHCHR)
Co-authored submission to OHCHR's call for inputs for the 81st-session General Assembly report; argues U.S. state corporate law creates structural misalignment with the UN Guiding Principles.
Bloomberg Law (Good Counsel) paywall
On the structural-vs-rhetorical drivers of DEI rollback in corporate practice.
Fortune (Commentary)
Argues Tesla's 2025 Annual Meeting demonstrated a shareholder rejection of proxy-advisor dominance; investors made independent judgments on the Amended and Restated 2019 Equity Incentive Plan rather than deferring to ISS/Glass Lewis.
Bloomberg Law (Legal Exchange) paywall
Critique of SB 1057 / SB 29 ownership thresholds as structural disenfranchisement of retail shareholders.
67 Arizona Law Review 693 (2025) · SSRN abstract id=5156667
Argues the Tesla DE → TX move, followed by Trade Desk, Meta, TMTG, and others, is establishing a new "controller primacy" doctrine distinct from shareholder primacy.
76 Alabama Law Review 741 (2025)
Argues recent Delaware joint-venture case law enables purely-contractual entity structures — a possible risk-mitigation route for DAOs.
West Academic Press (6th ed. 2025)
Sixth edition of Steinberg's casebook on attorney ethics and professional responsibility in the business-law context; adds chapters on insider-trading compliance and malpractice avoidance.
Thomson Reuters (annual treatise)
Annual practitioner treatise update covering federal and state securities enforcement.
50 Journal of Corporation Law 943 (2025) · 50th Anniversary Commemorative Issue
Empirical and doctrinal study of SEC enforcement actions involving deficient disclosure practices; examines the gap between the disclosure mandate and actual enforcement posture.
80 University of Miami Law Review 1 (2025)
Empirical critique of under-enforcement of Sarbanes-Oxley § 302 officer-certification obligations.
Bloomberg Law (Good Counsel) paywall
On AI-in-legal-practice pedagogy; cites State Bar of Texas Ethics Opinion 705.
SMU Cox Hilltop Forum
Analyzes the Texas Business Court's ruling in Lensabl, Inc. v. RBH SPE One, LLC; argues the court's strict statutory veil-piercing standard under Tex. Bus. Orgs. Code § 21.223 positions Texas as a credible rival to Delaware.
Bloomberg Law (Good Counsel) paywall
On the Tornetta sequel and board-protective doctrine; argues Tesla's Texas reincorporation under SB 29 tests how completely states can subordinate shareholders to management.
Columbia Law School Blue Sky Blog
Practitioner-facing companion to the Arizona Law Review article.
Fortune (Commentary) · attached as Exhibit 6 to Tesla's DEFA14A on EDGAR
First-person commentary from inside the Tesla Special Committee compensation-package process, defending the construct of the proposed Musk performance award as best-in-class governance under Texas law.
Oxford Business Law Blog
International-audience companion to the Harvard Forum post; engages the U.K./Commonwealth fiduciary tradition.
Oxford Business Law Blog
Practitioner-facing condensation of The Shareholder Democracy Lie (78 Fla. L. Rev., forthcoming 2026).
Columbia Law School Blue Sky Blog
Introduces the "Total Governance" stakeholder-interconnection model.
Oxford University Press (monograph)
First monograph to challenge the fiduciary characterization of corporate directors and officers; analyzes Delaware and Texas statutory amendments as confirming the recharacterization.
Harvard Law School Forum on Corporate Governance · Delaware law series
Argues standard fiduciary characterization fails to match the lenient liability standards (BJR, exculpation, gross-negligence threshold) and proposes the neutral substantive term "discretionary."
ProMarket (Stigler Center, University of Chicago Booth)
Frames Delaware SB21 as the latest cycle of a 150-year regulatory-capture pattern in U.S. corporate-law competition.
Bloomberg Law (US Law Week) paywall
Analyzes Justice Jackson's dissent in Nicholson v. W.L. York, Inc. on § 1981 statute-of-limitations doctrine.
Columbia Law School Blue Sky Blog
Explains SB 29 as Texas's structural answer to the Delaware-DExit question.
Bloomberg Law (US Law Week) paywall
Argues federal contractors abandoning DEI commitments to avoid regulatory scrutiny may expose themselves to § 1981 liability.
53 Securities Regulation Law Journal No. 4, art. 1
Traces the NJ → DE corporate-charter migration as historical analogue to the emerging Texas challenge.
Events & convenings
SMU CGI hosts an annual forum and a Spring conference focused on the intersection of corporate law, capital markets, and empirical research.
Annual forum
SMU Cox's signature annual gathering on corporate governance and capital markets, hosted by Shane Goodwin. Brings together academics, regulators, institutional investors, and corporate practitioners around the year's most pressing governance questions.
Forum & registration →Research conference
A research conference convening empirical corporate-finance and corporate-governance work in progress, with sessions on state competition, shareholder activism, and the evolving role of proxy advisors.
Program forthcomingAbout
The SMU Corporate Governance Initiative is a research program based jointly at Southern Methodist University's Cox School of Business and Dedman School of Law. Our work combines empirical methods from finance with doctrinal analysis from corporate law to examine how state corporate-law competition shapes firm decisions, shareholder outcomes, and the broader market for governance.
The Initiative publishes working papers, law-review articles, and shorter pieces in venues such as the Columbia Law School Blue Sky Blog and the Harvard Law School Forum on Corporate Governance. Datasets and replication kits are released product by product as they are completed; each product page states whether its kit is published or in preparation. Research is published under the SMU CGI imprint with primary citations and, for empirical work, a specification locked before estimation.
The Initiative is independent: all interpretations are the authors' own and do not represent the positions of Southern Methodist University or any of its schools.
METHOD · STANDING RULES
The Initiative writes for legal scholars, finance scholars, and serious practitioners. We hold every page to the same evidentiary discipline.
SEC EDGAR filings (8-K Item 5.07, DEF 14A, S-4), court opinions on official court servers, enacted statutes from Texas Legislature Online, certificates of incorporation. No practitioner blogs as authority.
Cases, statutes, regulations, law-review articles follow Bluebook 21st-edition form. The reincorporation registry carries Bluebook short-form citations on every row.
Each research product is anchored to a single canonical data file that the research team builds and maintains by reading primary documents directly — SEC EDGAR filings, state Secretary-of-State certificates of incorporation and conversion, court opinions and dockets, and enacted statutory text. The Reincorporation Index emits data.json, published as public_firms.json; the Texas Business Court Codex emits tbc_opinions.json, supplemented by the live opinions feed (opinions.json). Every number on the site — firm counts, market-cap totals, KPI tiles, chart axes, prose statements — is computed from those canonical files at deploy time or hydrated from them at page load, with the deploy-time value held as the last-good fallback. One source for each datum, propagated to every page.
Every firm row in the Index links to its SEC EDGAR filing; every TBC opinion links to the court's PDF; every cited paper links to its DOI, SSRN ID, or open-access PDF. Hyperlinks are checked against their targets as part of the editorial review cycle.
