The Hilltop Docket

Inaugural feature · Editor's framing

ExxonMobil and the Leopard Paradigm: A Faculty Exchange

This is a chronicle, not a verdict.

ExxonMobil's proposed redomiciliation from New Jersey to Texas, set to a shareholder vote on May 27, 2026, has produced a public exchange between two SMU faculty members and colleagues: Christina M. Sautter, Associate Dean for Research and Professor of Law at SMU Dedman School of Law, and Shane Goodwin, Professor of Practice in Finance at SMU Cox School of Business, Adjunct Professor of Law at SMU Dedman School of Law, and Executive Director of the SMU Corporate Governance Initiative.

The disagreement is best stated simply. Goodwin asks what ExxonMobil's proxy materials do now. Sautter asks what the Texas move enables later. Goodwin reads the proxy record as a vote on the domicile change actually presented to shareholders, not as the present adoption of optional Texas thresholds. Sautter reads the same record through the Leopard Paradigm, asking whether formal shareholder rights remain intact while practical shareholder power becomes harder to exercise after the vote.

The exchange unfolded across multiple external venues over several months: Bloomberg Law, The Texas Lawbook, Law360, SSRN, the European Corporate Governance Institute's working paper series, the Columbia Law School Blue Sky Blog, and the May 12 and May 15 additional proxy materials filed by ExxonMobil itself. The New York City Comptroller's Office cited Professor Sautter's work substantively in its May 4, 2026 Notice of Exempt Solicitation urging shareholders to reject the redomiciliation. ExxonMobil's responsive filings cited Professor Goodwin's CLS Blue Sky essay and named Professor Sautter by name.

SMU CGI takes no institutional position on which reading is correct. The Hilltop Docket preserves the exchange as a source-linked record, in publication order, and identifies the questions readers should evaluate for themselves.

A compressed matrix of the points of agreement and disagreement appears immediately below, before the narrative; the fuller treatment is in Acts I through IX.

Compressed matrix

Where they meet, where they part

In compressed form, the exchange resolves to the following.

Rule 14a-9 prohibits proxy solicitations containing false or misleading statements or material omissions of fact.¹⁰

The fuller treatment is in Acts I through IX below.

Act I · January 6, 2026

Professor Sautter opens the conversation

In her January 6, 2026 Bloomberg Law Legal Exchange essay, Texas Corporate Reforms Silence Retail Shareholders — By Design,¹ Professor Sautter advances a structural thesis about the Texas Business Organizations Code amendments enacted in the 89th Legislature.

Her thesis is that the recent amendments — marketed by proponents as shareholder democracy — instead dismantle corporate accountability by creating barriers to shareholder litigation and proposals that retail shareholders cannot practically clear. SB 1057 requires shareholders, in order to submit a proposal, to own voting shares equal to at least $1 million in market value or 3% of voting shares, satisfy the statutory holding-period requirement, and solicit holders representing at least 67% of voting power. The thresholds, she argues, are calibrated above what retail shareholders can reach on their own.

The empirical evidence she cites: Only 21% of U.S. families directly own stock — the form of ownership that confers standing to bring claims. The median value of directly held stock is $15,000. A 3% ownership threshold in a mid-sized public company would require tens of millions of dollars in concentrated holdings. At Tesla, she notes, 75% of shareholders approved ownership thresholds, "yet none of the retail shareholders who voted for the threshold can meet it themselves." Retail investors, she writes, have historically driven the governance best practices the field now takes for granted — annual director elections, majority voting, environmental disclosures, executive-compensation transparency. The new Texas restrictions, she argues, do not filter frivolous proposals; they silence the constituency that has historically generated the most innovative ones.

She closes the January 6 piece with a framing she will return to in every subsequent essay: corporate disenfranchisement operates by getting the excluded to ratify their own exclusion — by controlling the narrative such that shareholders accept the "frivolous litigation" frame before they realize the architecture has shifted.¹

The January 6 piece does not yet mention ExxonMobil by name. It is a statutory critique, not a company critique.

Act II · February 21–23, 2026

Corporate Disenfranchisement lands on SSRN; the Leopard Paradigm enters the literature

Seven weeks later, on February 21, 2026, Professor Sautter and her co-author Sergio Alberto Gramitto Ricci (Associate Professor of Law at Hofstra University's Maurice A. Deane School of Law) post their forthcoming U.C. Irvine Law Review article, Corporate Disenfranchisement, on SSRN as ECGI Law Working Paper No. 902/2026.² Two days later, on February 23, they publish a CLS Blue Sky Blog post — A Paradigm for Understanding Shareholder Disenfranchisement — summarizing the article's central contribution.³

That contribution is the Leopard Paradigm, named for the maxim from Giuseppe Tomasi di Lampedusa's novel: "If we want things to stay as they are, things will have to change." The paradigm holds, in the authors' own framing, that elites adapt to evolving governance models, capturing participatory mechanisms while preserving democratic appearances. The unit of analysis is what the authors call the rights-powers gap: the systematic divergence between formal participatory rights and the practical ability to exercise them meaningfully. Where institutions grant formal rights without the capability to exercise them, the authors argue, the result is a simulation of democracy rather than democracy itself.³

Three theoretical foundations anchor the paradigm: Wesley Hohfeld's jurisprudential taxonomy (shareholders possess rights that lack corresponding power), Amartya Sen's capability approach (focusing on whether individuals can turn formal rights into valued outcomes), and Robert Michels's iron law of oligarchy (the concentration of power in the hands of a few within any organization). The historical analogy the authors most frequently invoke is the Athenian ekklesia: all male citizens had isegoria, the right to speak, but only the wealthy, leisured, and rhetorically trained could actually do so — a formal architecture of participation co-existing with a practical architecture of exclusion.³

The February 23 framing gives the structural critique a name. Each subsequent piece in the exchange — Professor Sautter's later essays and Professor Goodwin's CLS reply — references the Leopard Paradigm by name; the May 4 New York City Comptroller filing engages the framework by citing Corporate Disenfranchisement and Professor Sautter's published essays.

Act III · March 10, 2026

ExxonMobil files

On March 10, 2026, ExxonMobil's board unanimously recommends redomiciling the company from New Jersey to Texas, filing a preliminary proxy statement (Schedule 14A) with the Securities and Exchange Commission.⁴ The shareholder vote is set for the May 27 annual meeting. The proxy materials — first as preliminary, then in definitive form on April 8 — become the document the entire subsequent exchange turns on.^4a They will be cited by name and by page in every essay that follows.

Act IV · March 20, 2026

Professor Sautter brings the Leopard Paradigm to ExxonMobil

Ten days after ExxonMobil's announcement, Professor Sautter publishes Exxon Texas Move Should Prompt Shareholders to Read Fine Print in Bloomberg Law.⁵ This is the first piece in the exchange to apply the Leopard Paradigm to a specific company facing a specific shareholder vote.

Her thesis becomes ExxonMobil-specific. ExxonMobil's move to Texas, she writes, is designed to maximize management's insulation from shareholders under the guise of "maximizing shareholder value." The redomiciliation, in her account, serves as the structural architecture that will allow the board to unilaterally limit shareholder governance rights in the future through subsequent bylaw amendments — not in the proxy under vote on May 27, but in board action that may follow.

The "fine print" she directs readers to has several components: SB 1057's $1 million-or-3% threshold for proposals; the 67% solicitation requirement before a proposal can reach the ballot; SB 29's authorization of derivative-standing thresholds up to 3%; the unilateral opt-in power that allows Texas boards to amend bylaws to activate these provisions without a shareholder vote; the option (taken by ArcBest Corporation in its Texas charter, not taken by ExxonMobil) of an affirmative opt-out that would permanently foreclose adoption; and the Voluntary Retail Voting Program, which she characterizes as a standing instruction that defaults retail votes to the board's position on every future matter except contested director elections and M&A.⁵

She makes several ExxonMobil-specific empirical claims in this piece that will resurface throughout the exchange: ExxonMobil has been headquartered in Texas since 1989; the company has approximately 40% retail shareholder ownership (her characterization, drawing on company communications about its retail investor base); a 3% stake in ExxonMobil is worth roughly $19 billion; Engine No. 1 won three board seats in 2021 with a 0.02% stake by mobilizing institutional investors; the SEC approved the retail voting program in September 2025; and the company has not opted into SB 1057 or SB 29, but has not affirmatively opted out either.⁵

She also identifies the proxy-statement language that ExxonMobil "is not currently adopting provisions that weaken shareholder rights" as a statement about the present, not a binding commitment about the future. That sentence is the one Professor Goodwin responds to most directly in his May 5 CLS essay.

Act V · March 31, 2026

The Texas Reincorporation Trap in The Texas Lawbook

Eleven days later, Professor Sautter publishes The Texas Reincorporation Trap — What the ExxonMobil Vote Reveals About Board Power in The Texas Lawbook.⁶ This is the longest of her pre-CLS pieces and the one that introduces the phrase that gives the essay its title.

The "reincorporation trap" thesis: the authority to activate Texas's restrictive provisions belongs to the board alone, not to the shareholders who approve the redomiciliation. Shareholders are invited to approve a move based on current terms, but in approving it they hand the board the legal authority to set more restrictive terms later without returning for a shareholder vote.⁶

The board-power apparatus Professor Sautter catalogues in this piece is substantial: SB 29 codifies the business judgment rule at TBOC § 21.419, creating a strong statutory presumption that directors act in good faith and on an informed basis, and requiring shareholders to rebut presumptions by proving fraud, intentional misconduct, ultra vires acts, or knowing violations of law. SB 29 also amends TBOC § 21.218, eliminating shareholder access to emails, texts, and electronic communications during inspection — except where the communications themselves effectuated corporate action. The federal proxy comparison she draws is sharp: federal Rule 14a-8 sets eligibility at $2,000 held three years, $15,000 held two years, or $25,000 held one year; SB 1057 sets it at $1 million market value or 3% of voting shares.⁶¹⁵

She closes the March 31 piece with the same architectural claim that anchors the earlier Bloomberg pieces: shareholders are being asked to ratify a structure whose practical consequences they will not feel until after the board chooses to activate them.⁶

Act VI · May 4, 2026

The NYC Comptroller files a Notice of Exempt Solicitation

Three weeks before the vote, on May 4, 2026, Mark Levine, Comptroller of the City of New York, files a Notice of Exempt Solicitation (Form PX14A6G) urging ExxonMobil shareholders to reject the redomiciliation and to support the Comptroller's own shareholder proposal on the Voluntary Retail Voting Program.⁷ The letter cites Professor Sautter's January 6 and March 20 Bloomberg Law pieces, her Law360 essay,⁸ and Corporate Disenfranchisement. The Comptroller's letter brings the Sautter critique from the scholarly literature into the proxy record.

The structural debate, originally framed as a question of statutory architecture, has been brought before institutional shareholders by the Comptroller's filing.

Act VII · May 5, 2026

Professor Goodwin responds in CLS Blue Sky

The day after the Comptroller's filing, Professor Goodwin publishes What ExxonMobil's Proxy Actually Says About the Change of Domicile to Texas on the Columbia Law School Blue Sky Blog.⁹ His essay engages the Sautter critique directly, cites her January 6 and March 20 Bloomberg pieces by name and link, and stipulates that the questions she raises are legitimate: the concentration of voting power in index funds, the structural barriers facing retail investors, and the risk that reincorporation arbitrage could erode shareholder rights across jurisdictions are all, in his framing, "valid questions" being asked by "scholars asking the right questions."

His disagreement, he writes, is narrower: that the specific claim ExxonMobil's redomiciliation is corporate disenfranchisement by design is contradicted by the proxy record, the statutory text, ExxonMobil's governance history, and the announcement-window market reaction.

His proxy-record argument turns on the exact sentence Professor Sautter had flagged as "a statement about the present." ExxonMobil's definitive proxy, he notes, states that "the Company is not adopting any elective provisions of the Texas corporate statute that weaken shareholder rights as compared to New Jersey law in connection with the Texas Redomiciliation." Because that language is filed as proxy soliciting material subject to Rule 14a-9 antifraud liability,¹⁰ a representation that the post-reincorporation board will never adopt those provisions could not be made without exposing the company to fraud liability — which, he argues, is precisely why ExxonMobil declined to make it. He further notes that ExxonMobil's proxy is explicit that New Jersey already permits the eligibility and procedural restrictions Sautter's critique condemns: "no provision of the New Jersey Business Corporation Act limits a corporation's ability to adopt eligibility and procedural restrictions on shareholder proposals."

His statutory argument turns on coalition arithmetic. TBOC § 21.373's threshold is disjunctive — $1 million in market value or 3% of voting shares — and the statute requires corporations to disclose in proxy materials "how shareholders may contact other shareholders for the purpose of satisfying the ownership requirements." At ExxonMobil, more than two-thirds of all 5,061 13F filers — 3,441 institutions — individually exceed the $1 million prong without forming any coalition at all. For derivative standing under § 21.552, 15,207 two-firm combinations across the same 5,061-filer universe exceed the 3% threshold, and the statute defines "shareholder" to include "two or more shareholders acting in concert."

His governance argument turns on the 2021 Engine No. 1 campaign — the same campaign Professor Sautter cites as the precipitating cause of the Texas reforms. In Professor Goodwin's reading, the board that unanimously recommended the redomiciliation is the board shareholder engagement built: Alexander Karsner and Kaisa Hietala (both Engine No. 1 nominees) on the Nominating and Governance and Audit committees respectively; Jeffrey Ubben (founder of ValueAct Capital) on Finance; Joseph Hooley (former State Street CEO) as Lead Independent Director.

His market argument turns on an announcement-window event study. Across eighteen specifications in the original CLS essay — three benchmarks run across six event windows from a single-day reaction out to an 11-day window — Professor Goodwin reports that ExxonMobil's announcement-day return differed from the energy-peer benchmark by approximately two basis points, that the actual gap is smaller than 92% of the random gaps drawn from 100 pre-announcement placebo days, that ExxonMobil has the second-smallest announcement-day gap in a pool of 21 energy-sector peers, and that the data rule out a governance discount of 2% or more with roughly 99.6% credibility. A subsequent v1.3 replication kit dated May 17, 2026 reruns the analysis across fifty-four specifications and a refined comparator set; Professor Goodwin reports the same directional conclusion across all of them, places the probability of a 2-percentage-point governance penalty below 0.4%, and reports a coalition-arithmetic figure that 64% of institutional 13F filers individually clear the SB 1057 dollar threshold. The full v1.3 specification inventory, replication code, and audit trail appear on Professor Goodwin's bylined evidence site, Read the Fine Print, at https://exxon-publication.pages.dev/.¹⁴

His conclusion is structural and narrowly framed: "By design is a structural claim, not an intent claim. The Leopard Paradigm describes how governance systems preserve substantive power through formal adaptation — a mechanism, not a motive. The question, then, is not what ExxonMobil intended, but whether the redomiciliation shifts the structural allocation of governance power against shareholders. The record answers that question directly." He answers it: not at this company, not in this proxy, not on this record.⁹

In the same essay, Professor Goodwin frames the relevant Texas provisions as follows. SB 29 permits certain corporations to adopt a derivative-proceeding ownership threshold capped at 3% of outstanding shares. SB 1057 adds an opt-in shareholder-proposal threshold for nationally listed corporations: a shareholder or group must hold voting shares equal to at least $1 million in market value or 3% of voting shares, satisfy the statutory holding-period requirement, and solicit holders representing at least 67% of voting power.

The essay is collegial in tone. It does not impute motive to Professor Sautter; it stipulates that her questions are legitimate; it engages her authorities by name and citation; it disagrees on the application of a shared framework, not on the framework itself.

Act VIII · May 12 and May 15, 2026

ExxonMobil enters the exchange

ExxonMobil's responsive proxy materials follow within the week. On May 12 the company files additional proxy soliciting material on Form DEFA14A (accession 0001193125-26-219305).¹¹ On May 15 it files a second DEFA14A (accession 0001193125-26-226496).¹¹ The filings name Professor Sautter seven times, criticize her work substantively, and direct readers to Professor Goodwin's May 5 CLS Blue Sky essay as a third-party analysis of the proxy record.

ExxonMobil's filings bring the exchange into the proxy record. A live company filing points investors at one scholar's work as confirming the company's position, while criticizing the other scholar's work by name.

Act IX · May 21, 2026

Professor Sautter replies in CLS Blue Sky

Sixteen days after Professor Goodwin's CLS essay and six days after ExxonMobil's second DEFA14A, Professor Sautter publishes ExxonMobil's Planned Domicile Change Is a Test of the Leopard Paradigm on the same Columbia Law School Blue Sky Blog.¹² The essay is a direct reply to Professor Goodwin's CLS post and to ExxonMobil's DEFA14A filings, and addresses five specific points in his analysis.

First, she reframes ExxonMobil's redomiciliation as a test of the Leopard Paradigm, not an exemplar of it. The paradigm predicts that those with the practical capacity to exercise formal rights will prevail regardless of how those rights are nominally allocated. ExxonMobil's redomiciliation, she argues, is doing exactly what the paradigm predicts: changing corporate structure so that the board not only maintains but increases its control while disguising the change as an exercise of shareholder voice.¹²

Second, she narrows the disagreement with Professor Goodwin to a single question. She accepts that ExxonMobil is subject to Rule 14a-9. She accepts that the company has carefully avoided promising anything beyond the reincorporation itself. She accepts the coalition arithmetic: she does not contest that thousands of 13F filers individually clear the $1 million prong of SB 1057 or that more than 15,000 two-firm combinations clear the 3% prong of SB 29. "I do not contest the arithmetic; I contest the inference." The Leopard Paradigm argument, she clarifies, is not that coordination is mathematically impossible; it is about who in practice can clear the threshold. Most individual retail shareholders cannot clear $1 million or 3% on their own. They must coordinate among themselves or with the large institutions whose holdings can surpass it.¹²

Third, she takes on TBOC § 21.373(d) directly. Professor Goodwin had argued that the statute's contact-facilitation provision — requiring proxies to tell shareholders how to combine holdings to meet the threshold — supplies the statute's own answer to the coordination problem. Professor Sautter responds that the only mechanism a company can practically point shareholders to is the state-law inspection right, which yields a list of brokers and nominees rather than beneficial owners. "A duty to describe an unworkable path is not an answer to the coordination problem the threshold creates." Section 21.373(d), in her reading, exemplifies the rights-powers gap that defines the Leopard Paradigm: the right to submit proposals remains with retail shareholders; the power to submit them does not.¹²

Fourth, she reframes the Engine No. 1 episode. Professor Goodwin had cited the 2021 campaign as evidence that the current board is the board shareholder engagement built. Professor Sautter reads the same episode in the opposite direction: Engine No. 1 held approximately 0.02% of shares and required the institutional-investor coalition (BlackRock, Vanguard, State Street, CalPERS, CalSTRS, ISS, Glass Lewis) Professor Goodwin himself enumerates. In her reading, this is the Leopard Paradigm in practice — empowerment in one round followed by adjustment that constrains the next. The retail investors who feature in her broader account of governance innovation did not, she emphasizes, play a large role in Engine No. 1's success. The Voluntary Investor Voting Program, in her account, is precisely the structural adjustment the paradigm predicts: if Exxon enrolls enough retail investors in the option to vote with directors on every item, the program functions as a poison pill against future activist campaigns.¹²

Fifth, she introduces Gusinsky v. Reynolds into the comparative analysis.¹³ Practitioner commentary reports that the Northern District of Texas dismissed a derivative complaint under Southwest Airlines' bylaw-adopted 3% ownership threshold; the underlying order should be linked before the chronicle treats the holding as primary-source verified. Texas, she argues, differs materially from New Jersey: it codifies the thresholds, supplies a statutory business-judgment rule under § 21.419, and has at least one practitioner-reported federal-court application of SB 29's 3% derivative threshold, pending linkage to the underlying order. New Jersey has none of that. In the exchange, Professor Goodwin cites the case as evidence that the opt-in architecture operates when a company elects it; Professor Sautter cites it as evidence that Texas provides a judicially enforceable architecture New Jersey does not mirror.¹²

She closes with a structural claim that mirrors Professor Goodwin's conclusion in form while inverting it in substance: "The test on May 27 will be whether the form of shareholder rights at one of the largest corporations in the world can be preserved while their substance is restructured. ExxonMobil cannot say in its own proxy whether the post-reincorporation board will impose the SB 1057 or SB 29 thresholds without risking accusations of fraud. It has directed investors to a third party not subject to those accusations. What the company has done, and what it has chosen not to do, is what makes the redomiciliation the ultimate test of the Leopard Paradigm."¹²

Editorial note

A note on collegiality

The exchange operates through specific, sourced disagreement. Sautter and Goodwin disagree sharply, but the disagreement is conducted through sources: proxy filings, statutory text, empirical claims, and published scholarship. Each scholar identifies the point at which the other's argument is strongest, and each narrows the disagreement rather than broadening it.

The May 27 vote will resolve whether ExxonMobil's shareholders approve the redomiciliation. The questions the exchange has framed — about present-tense proxy commitments, future board authority, the relationship between formal rights and the practical capacity to exercise them — will remain for the next round of scholarship to engage.

The chronicle supplies the record; readers can evaluate the competing arguments.

Footnotes

Sources and citations

Source links last reviewed May 24, 2026.

1. Christina M. Sautter, Texas Corporate Reforms Silence Retail Shareholders — By Design, Bloomberg Law (Jan. 6, 2026), https://news.bloomberglaw.com/legal-exchange-insights-and-commentary/texas-corporate-reforms-silence-retail-shareholders-by-design. ↩
2. Sergio Alberto Gramitto Ricci & Christina M. Sautter, Corporate Disenfranchisement, 17 U.C. Irvine L. Rev. (forthcoming) (ECGI Law Working Paper No. 902/2026, Feb. 21, 2026), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6280419. ↩
3. Sergio Alberto Gramitto Ricci & Christina M. Sautter, A Paradigm for Understanding Shareholder Disenfranchisement, CLS Blue Sky Blog (Feb. 23, 2026), https://clsbluesky.law.columbia.edu/2026/02/23/a-paradigm-for-understanding-shareholder-disenfranchisement/. ↩
4. Exxon Mobil Corp., Preliminary Proxy Statement (Schedule 14A) (Mar. 10, 2026) (Accession No. 0001193125-26-098908), https://www.sec.gov/Archives/edgar/data/34088/000119312526098908/d16317dpre14a.htm (board recommendation of Texas redomiciliation as Item 4). ↩
5. Exxon Mobil Corp., Definitive Proxy Statement (Schedule 14A) (Apr. 8, 2026) (Accession No. 0001193125-26-147614), SEC EDGAR accession page, https://www.sec.gov/Archives/edgar/data/34088/000119312526147614/0001193125-26-147614-index.htm (definitive form of the recommendation; annual meeting May 27, 2026; record date Apr. 1, 2026). Company-hosted mirror: https://investor.exxonmobil.com/sec-filings/all-sec-filings/content/0001193125-26-147614/d16317ddef14a.htm. ↩
6. Christina M. Sautter, Exxon Texas Move Should Prompt Shareholders to Read Fine Print, Bloomberg Law (Mar. 20, 2026), https://news.bloomberglaw.com/legal-exchange-insights-and-commentary/exxon-texas-move-should-prompt-shareholders-to-read-fine-print. ↩
7. Christina M. Sautter, The Texas Reincorporation Trap — What the ExxonMobil Vote Reveals About Board Power, Tex. Lawbook (Mar. 31, 2026), https://texaslawbook.net/the-texas-reincorporation-trap-what-the-exxonmobil-vote-reveals-about-board-power/. ↩
8. N.Y.C. Comptroller Mark Levine, Notice of Exempt Solicitation Pursuant to Rule 14a-103 (Form PX14A6G) (filed May 4, 2026), https://www.sec.gov/Archives/edgar/data/34088/000121465926005560/o542610px14a6g.htm. ↩
9. Christina M. Sautter, Exxon's Retail Voting Program Is A Trap For Retail Investors, Law360 (Apr. 28, 2026) (article no. 2468733), https://www.law360.com/articles/2468733/exxon-s-retail-voting-program-is-a-trap-for-retail-investors. ↩
10. Shane Goodwin, What ExxonMobil's Proxy Actually Says About the Change of Domicile to Texas, CLS Blue Sky Blog (May 5, 2026), https://clsbluesky.law.columbia.edu/2026/05/05/what-exxonmobils-proxy-actually-says-about-the-change-of-domicile-to-texas/. ↩
11. 17 C.F.R. § 240.14a-9 (2025); TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976); J.I. Case Co. v. Borak, 377 U.S. 426, 431 (1964). ↩
12. Exxon Mobil Corp., Additional Proxy Soliciting Materials (Form DEFA14A) (filed May 12, 2026) (accession no. 0001193125-26-219305), https://www.sec.gov/Archives/edgar/data/0000034088/000119312526219305/; Exxon Mobil Corp., Additional Proxy Soliciting Materials (Form DEFA14A) (filed May 15, 2026) (accession no. 0001193125-26-226496), https://www.sec.gov/Archives/edgar/data/0000034088/000119312526226496/. ↩
13. Christina M. Sautter, ExxonMobil's Planned Domicile Change Is a Test of the Leopard Paradigm, CLS Blue Sky Blog (May 21, 2026), https://clsbluesky.law.columbia.edu/2026/05/21/exxonmobils-planned-domicile-change-is-a-test-of-the-leopard-paradigm/. ↩
14. Gusinsky v. Reynolds, No. 3:25-cv-01816-K (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (reported as dismissing a derivative complaint with prejudice under Southwest Airlines' bylaw-adopted 3% ownership threshold pursuant to Tex. Bus. Orgs. Code § 21.552(a)(3)). Primary order pending: this footnote should not be treated as primary-source verified until the order or docket text is independently linked. Secondary context: Gibson, Dunn & Crutcher LLP, Federal Court Enforces Texas SB 29 To Bar Derivative Suits By De Minimis Shareholder (Mar. 20, 2026), https://www.gibsondunn.com/federal-court-enforces-texas-sb-29-to-bar-derivative-suits-by-de-minimis-shareholder/ (practitioner commentary; secondary, not primary). ↩
15. Shane Goodwin, Read the Fine Print (v1.3 replication kit, May 17, 2026), https://exxon-publication.pages.dev/ (bylined evidence appendix to Goodwin, supra note 9, expanding the original announcement-window event study from eighteen to fifty-four specifications and reporting the underlying coalition-arithmetic detail; ExxonMobil's May 12, 2026 DEFA14A directed investors to Professor Goodwin's CLS essay, supra note 9, as a third-party analysis). ↩
16. Tex. Bus. Orgs. Code Ann. §§ 21.218, 21.373, 21.419, 21.551(2)(C), 21.552(a)(3) (West 2025), https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm; S.B. 29, 89th Leg., R.S. §§ 11–13 (Tex. 2025), https://capitol.texas.gov/tlodocs/89R/billtext/html/SB00029F.htm; S.B. 1057, 89th Leg., R.S. (Tex. 2025), https://capitol.texas.gov/tlodocs/89R/billtext/html/SB01057F.htm. ↩

Standards

Sourcing standard for this chronicle

Every quotation attributed to either scholar in the running narrative is drawn verbatim from that scholar's bylined essay or working paper cited in the corresponding footnote. Where the institutional voice paraphrases a scholar's position, the source paragraph is identified by footnote to the underlying piece, and the paraphrase is confined to claims the scholar makes in that piece in those words.

Filing claims link to SEC EDGAR accession pages or company-hosted SEC filing pages, with the accession number stated. Statutory claims link to the enrolled bill text or the codified statute. Case claims link to the court order, docket, CourtListener, Justia, or another source carrying the actual opinion or order when available. Practitioner alerts are used only as secondary context and are labeled as such. Where a cited case is supported only by practitioner commentary and the underlying order is not yet linked, this chronicle marks the point as primary source pending.

Source links were last reviewed May 24, 2026 at 4:36 PM CDT. The CLS Blue Sky Blog, Bloomberg Law, Texas Lawbook, and Law360 URLs were retrieved successfully and verified to host the cited piece. SEC EDGAR, the Texas Legislature Online, and the Texas Statutes site each return programmatic fetches with bot-restriction codes; sources with bot restrictions are marked as independently confirmed, not programmatically resolved.

The Editors summarize and sequence the exchange but do not endorse either scholar's interpretation, empirical claim, statutory reading, or voting conclusion. Where the institutional voice characterizes a position, that characterization is drawn from the scholar's own framing in the cited piece.

Disclosure

Editorial independence and conflicts

Shane Goodwin is the Executive Director of the SMU Corporate Governance Initiative, which publishes the Hilltop Docket, and is one of the two faculty scholars whose work is chronicled here. He did not make the editorial decision to publish this chronicle and did not draft or approve the institutional characterization of either scholar's position.

Christina M. Sautter is Associate Dean for Research and Professor of Law at SMU Dedman School of Law. She is not part of the Hilltop Docket editorial review team and reviewed only the passages summarizing or paraphrasing her own published positions, for accuracy.

Neither author received compensation from the Hilltop Docket or SMU CGI in connection with this issue. SMU CGI did not receive funding from ExxonMobil, the Office of the New York City Comptroller, or any other shareholder or institution with a position on the May 27, 2026 ExxonMobil vote in connection with this issue.