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The Hilltop Docket
Intelligence on the Texas Business Court — opinions, dockets, hearings, doctrine. A research publication of the SMU Corporate Governance Initiative at Cox & Dedman.
Editorial Independence The Hilltop Docket has no financial, advisory, or other relationship with any litigant before the Texas Business Court, or with re:SearchTX or its parent. Interpretations are the authors' own and do not represent the positions of SMU, the Cox School, or the Dedman School. Any future conflict will be disclosed on Page One.
Issue No. 5 · Week of June 1–8, 2026 · lede
The Business Court resumed the bench: four opinions are now confirmed on the court’s official index since our last Week-in-Review — 2026 Tex. Bus. 33 through 36 — led by two interpretation-driven rulings that narrow and define the court’s reach: a jurisdictional remand of an employment-discrimination suit against ExxonMobil, and a drag-along “Affiliate” ruling that protects ordinary rollover-equity deal structures.
Coverage in this issue: full bench treatments of the four newly confirmed opinions (including the two we held pending verification last week, now confirmed); a doctrinal note on textualism at the jurisdictional threshold; the dockets-and-calendar posture; and an ExxonMobil redomestication status check. All citations Bluebook 21st; all primary sources hyperlinked and read against the underlying opinion PDFs.
- Wk-5Week in review · June 8
- 4Opinions confirmed on official index
- 33–362026 Tex. Bus. citations added
- 2Jurisdiction- & control-defining rulings
From the editor
The bench resumes — and two opinions show the court drawing its own lines.
Welcome to The Hilltop Docket’s Issue No. 5. As noted in the correction above, Issue No. 4 erroneously reported a quiet official index; in fact 2026 Tex. Bus. 33, 34, and 35 had already posted to the court’s official opinions index, and they were joined by two more. As of this issue’s cutoff at noon Central today, the corpus runs contiguously through 2026 Tex. Bus. 36, handed down June 3. Four opinions in one Week-in-Review window is the heaviest bench we have covered since launch.
Two of the four are worth more than a docket line. In Brown v. Exxon Mobil, the court declined to hear an employment-discrimination suit ExxonMobil had removed to it, holding that a Texas Labor Code race-discrimination claim is neither an action regarding a company’s “internal affairs” nor one arising from a “qualified transaction” — a notable instance of the Business Court reading its own jurisdiction narrowly. And in Energy Founders Fund v. Daskevich, the court held that the “Affiliate” definition in a drag-along clause requires present control, not the post-closing governance rights a seller bargains for — a ruling that keeps standard rollover-equity M&A structures intact. Both turn on close textual reading; together they show a court increasingly comfortable saying what Chapter 25A and the agreements before it do, and do not, reach. We treat all four opinions, the dockets-and-calendar posture, and the ExxonMobil redomestication status below.
On the bench
Four opinions, now confirmed: 2026 Tex. Bus. 33–36.
All four entries below have been read against their underlying opinion PDFs on the court’s official opinions index. The sequential per-year citations remain contiguous from 2024 Tex. Bus. 1 through 2026 Tex. Bus. 36 with no gaps. A note on benches: three of the four were authored by judges sitting by assignment in the Eleventh Division — a reminder that, on our division-keyed views, the deciding judge’s home division and the case’s division are distinct fields.
Brown v. Exxon Mobil — employment-discrimination suit remanded; Business Court declines jurisdiction.
2026 Tex. Bus. 35; Eleventh Division; Sweeten, J. (Third Division, sitting by assignment); signed May 29, 2026; cause 25-BC11B-0099. Ruling: Plaintiff’s motion to remand GRANTED. A 29-year ExxonMobil executive brought a single race-discrimination claim under Texas Labor Code § 21.051 (the Texas Commission on Human Rights Act); ExxonMobil removed it, asserting Business Court jurisdiction under Government Code § 25A.004(b)(2) (“internal affairs”) and § 25A.004(d)(1) (“qualified transaction”). Applying noscitur a sociis, the court read “internal affairs” in the company of “governance” and “governing documents,” and held that a statutory discrimination claim — even one touching a CEO’s alleged participation, the plaintiff’s officer status, and forfeited restricted stock units — is not an action “regarding” internal affairs. Nor did the suit “arise out of” a qualified transaction: the forfeited RSUs were one of several damages elements, not a but-for cause of the litigation. The court rejected the “hyperliteral” reading that would sweep nearly any officer-touching employment dispute into the court. The matter returns to the 11th District Court of Harris County. (Citing Reed v. Rook, 2025 Tex. Bus. 23; Cadence McShane, 2025 Tex. Bus. 43; Chaudhry, 2025 Tex. Bus. 31.)
Energy Founders Fund v. Daskevich — drag-along “Affiliate” means present control, not future rights.
2026 Tex. Bus. 34 (mem. op.); Eleventh Division; Stagner, J. (sitting by assignment); signed May 29, 2026; cause 26-BC11A-0004. Ruling: Daskevich’s motion DENIED; Energy Founders Fund’s cross-motion GRANTED. The dispute over a sale of interests in Gage Western, LLC turned on a single term — “Affiliate” — in the company agreement’s drag-along provision. A minority member argued the third-party buyer (GW Allen, LLC) was the seller’s affiliate because the seller had bargained for post-closing board seats and veto rights. The court held the agreement’s control definition is written in the present tense: “possession” of the power to direct management means existing, not contingent, authority. Until closing, GW Allen was owned and controlled exclusively by an independent third party; the seller’s negotiated future rights did not reach back to taint the pre-closing entity. The court declined a reading that would have cast doubt on routine rollover-equity acquisitions. (Citing Primexx Energy, 2025 Tex. Bus. 9, on advance-notice drag-along practice.) This matter previously appeared in the corpus at 2026 Tex. Bus. 17 and 18.
DK Trading & Supply v. Wink to Webster Pipeline — cross-motions on two energy contracts; mixed disposition.
2026 Tex. Bus. 33; Eleventh Division; Sharp, J. (Fourth Division, sitting by assignment); signed May 27, 2026 (entered May 28); cause 25-BC11B-0073. Ruling: each side’s partial-summary-judgment motion granted in part and denied in part. Construing a crude-oil Terminal Services Agreement and a Transportation Services Agreement as unambiguous, the court held: (i) the terminal contract grants the shipper exclusive use of two designated tanks (566,000 barrels), and the operator may not unilaterally commingle other crude there; (ii) the transportation contract’s “ship-or-pay” deficiency-payment calculation must credit every barrel actually shipped, including volumes paid with previously earned deficiency credits; but (iii) the shipper’s claims on the six oldest disputed invoices (2022–2024) are dismissed with prejudice for failure to give the timely written notice the contract makes a condition precedent to suit. The court also partially granted each party’s motion to strike, excluding extrinsic course-of-performance evidence offered to construe an unambiguous contract. (Citing May v. INEOS, 2026 Tex. Bus. 20; DrinkPAK, 2026 Tex. Bus. 27.)
Dallas Sports Group v. DSE Hockey Club — Mavericks–Stars Arena dispute; combined dispositive motions resolved.
2026 Tex. Bus. 36; First Division; Whitehill, J.; signed June 3, 2026; cause 25-BC01B-0049. Ruling: opinion explaining the court’s May 6 orders. The contest is between the Dallas Mavericks’ entities (Dallas Sports Group, LLC and Radical Arena, Ltd.) and the Dallas Stars’ entities (DSE Hockey Club, L.P. and Dallas Sports & Entertainment, L.P.) over redemption of partnership interests in Center Operating Company, L.P. — which leases the American Airlines Center. The court held that (i) the Mavericks’ redemption-letter-and-cash-tender method was effective as to Dallas Sports & Entertainment, L.P. as well; (ii) the Stars’ declaratory-judgment counterclaims were dismissed; and (iii) the Stars’ res judicata defense — built on a 2011 bankruptcy confirmation — was rejected, in part because it was not preserved. The opinion addresses an entity’s duty to act on its officers’ actual knowledge, due process for parties added shortly before a dispositive event, and the reach of res judicata to post-confirmation events on assumed contracts. It continues the matter previously reported at 2026 Tex. Bus. 15 and 24.
Doctrinal note
Textualism at the threshold — the court defines its own reach.
The two interpretation-driven opinions this week share a method and point in the same direction. Brown and Daskevich each resolve a definitional question — what counts as “internal affairs,” what counts as an “Affiliate” — by close reading of statutory or contractual text and a refusal to extend a phrase past its neighbors. In Brown, noscitur a sociis keeps “internal affairs” tethered to “governance” and “governing documents,” so a generally applicable employment-discrimination statute does not become a jurisdictional hook merely because the parties are an officer and a public company. In Daskevich, the present-tense verb “possesses” does the work: control is what a party holds now, not what it has negotiated to receive at closing.
For practitioners weighing the Business Court against the district courts, the throughline is useful. The court is willing to read Chapter 25A’s grants narrowly where a broad reading would sweep in ordinary disputes — and to read commercial agreements as written, declining invitations to rescue a party from the bargain it struck. That posture cuts against the assumption that a specialized business court will reflexively retain anything with a corporate flavor.
Redomestication watch
ExxonMobil’s move to Texas — status check.
Last week we reported the certified result of ExxonMobil’s May 27 shareholder vote approving the change of incorporation from New Jersey to Texas (roughly 71.2% of votes cast in favor, per the company’s Form 8-K under Item 5.07; 71.2% reflects votes for ÷ (for + against), and including abstentions the figure is ≈ 70.5%, acc. 0000034088-26-000078). We continue to watch for the effective date of the conversion and any follow-on charter or governance filings as they land on EDGAR; we have nothing new to certify on that front this week.
One clarification, because the names coincide: this week’s Brown v. Exxon Mobil bench opinion (2026 Tex. Bus. 35) is unrelated to the redomestication. It is a pre-existing employment-discrimination matter removed to the Business Court in December 2025 and now remanded; the change of incorporation neither created nor resolved it, and the court’s jurisdictional analysis turned on the nature of the claim, not the company’s state of organization.
Dockets & calendar
Filings and hearings — week of June 8–12.
No new re:SearchTX filing alerts cleared our ingestion pipeline during this editorial week, and no hearing times were published to the export we monitor. (Several of this week’s opinions resolve motions argued in early May, so the bench activity reflected above ran ahead of, not alongside, new docketing.) For real-time docket activity and the hearings calendar, the live monitor is the authoritative source between editions and refreshes every thirty minutes — see the Cases tab and the Hearings tab.
Docket numbers and hearing settings are drawn from re:SearchTX’s filing-activity export and may not capture matters set on internal calendars that have not yet generated public alerts. Where the court’s export omits hearing times, those settings appear on the live monitor as they are published.
Looking ahead
What we are tracking.
The Mavericks–Stars matter. Dallas Sports Group (2026 Tex. Bus. 36) has now generated multiple opinions in one cause; we are watching for final judgment, any motion for new trial or reconsideration, and appellate posture.
Jurisdictional doctrine. Whether Brown’s narrow reading of “internal affairs” is followed in future removal contests — particularly where a public company is a party but the claim sounds in a generally applicable statute.
ExxonMobil. The effective date of the New Jersey→Texas conversion and any follow-on charter or governance filings, surfaced to the monitor as they land on EDGAR.
Issue No. 6 (anticipated, week of June 15). The week’s new opinions, new petitions, and the hearings calendar.
How we work
Editorial standards.
We borrow the disciplines that make Delaware-side reporting trustworthy: primary sources, human review, declared conflicts, and a refusal to take paid placement on coverage.
01 / Primary sources
Court text, dockets, filings of record.
Opinions are pulled from txcourts.gov/businesscourt; dockets from re:SearchTX; statutes from capitol.texas.gov. Practitioner blogs may appear in scholarship cites but are never load-bearing.
02 / Bluebook 21st
Citation discipline on every entry.
Per-opinion entries follow Bluebook 21st short-form conventions; sequential per-year citations are preserved (e.g., 2026 Tex. Bus. 29 follows 28).
03 / Human review
Every opinion summary read by a human editor.
AI assists with first-pass extraction. Every published characterization is read against the underlying opinion PDF; mischaracterizations are corrected at the source with a dated note.
04 / Independence & conflicts
No party may purchase coverage. Conflicts declared in-issue.
SMU CGI is funded institutionally. The Hilltop Docket accepts no paid placement and declares conflicts in the closing section of each issue. Editorial policy.