The Hilltop Docket

The week

No new opinions. A milestone instead.

The court’s published-opinions register added nothing between August 3 and this issue’s cutoff; the newest entry remains Fischer v. Fischer, 2026 Tex. Bus. 54 (July 29, 2026), a receiver-immunity holding treated on first read in Issue No. 12. The running count: 117 published opinions since the court opened on September 1, 2024.

Closing out year two. On Sunday we published our anniversary analysis of the full written record — the monthly publication series (the two busiest months in the court’s history both fell in 2026), the division distribution (five of eleven divisions carry the entire record), and the pattern the record makes visible: 22 of the Eleventh Division’s 33 opinions were written by judges whose home division is elsewhere, the statute’s bench-exchange design (Tex. Gov’t Code § 25A.009(f)) working in the open. The analysis, with every claim traced to primary sources: Nearly two years in, Texas is building a working body of corporate law.

The bench holds. Governor Abbott’s July 29 reappointment of all ten sitting judges takes effect September 1 — two judges in each operating division, no turnover at the two-year mark.

The Delaware file · new

Dropbox left Delaware. The litigation did not.

This publication reads the Texas Business Court, but the court’s docket does not exist in a vacuum: the same reincorporation wave that is building Texas’s corporate-law docket is being stress-tested in Delaware’s courts. On August 3, the D&O Diary published and analyzed the July 6 amended complaint challenging Dropbox’s completed conversion from Delaware to Nevada. We read it because the process questions it raises — committee independence, disclosure quality, benefits that flow uniquely to a controller — are questions any reincorporating board faces, whatever the destination.

The case: Plumbers & Fitters Local 295 Pension Fund v. Dropbox, Inc.

The move. Dropbox’s reincorporation from Delaware to Nevada — approved by written consent on the strength of CEO Andrew Houston’s dual-class control (per the company’s information statement) — became effective March 5, 2025, per the company’s Form 8-K (“the Reincorporation…became effective on March 5, 2025, at 5:00 p.m. Pacific Time”).

The suit. In a complaint dated April 3, 2025 (public version e-filed April 8), a pension-fund stockholder sued Dropbox, Houston, and the board in the Delaware Court of Chancery: Plumbers & Fitters Local 295 Pension Fund v. Dropbox, Inc., C.A. No. 2025-0354-KSJM (Del. Ch.). On July 6, 2026 — armed with books and records obtained under 8 Del. C. § 220 — the plaintiff filed a substantially expanded amended complaint pleading six counts of fiduciary breach against the board and against Houston in his officer and alleged controller capacities. A note on labels, because some early commentary has gotten this wrong: the operative complaint pleads its claims as a direct stockholder class action under Court of Chancery Rule 23 (Am. Compl. ¶ 237) — not as a derivative suit under Rule 23.1. The case sits before Chancellor McCormick.

The theory. The amended complaint alleges the reincorporation was a defensive measure: that Dropbox pursued the Nevada move while under pressure from activist Half Moon Capital, which had challenged both the company’s strategy and Houston’s dual-class control, and that the move was designed to preserve that control and insulate management from accountability. It challenges the board’s decision to exempt Houston from Nevada’s business-combination statutes — the complaint quotes the board’s own resolution: the statutes “shall not apply to Mr. Houston, nor shall it restrict any combination in any way involving or relating to Mr. Houston” — and alleges Houston sold roughly $70 million of stock between September 2024 and January 2025, while the reincorporation was under consideration. The relief sought is striking: rescission of the conversion and restoration of Dropbox’s Delaware domicile, or rescissory and compensatory damages.

The doctrine it must climb over — and the argument for why it can

Maffei set the wall. In Maffei v. Palkon, No. 125, 2024 (Del. Feb. 4, 2025), the Delaware Supreme Court applied business-judgment review to the proposed Nevada conversions of Tripadvisor and Liberty TripAdvisor on the complaint before it: no past conduct likely to generate litigation had been identified, and a future reduction in litigation exposure was too speculative to count as a material non-ratable benefit to the controller.

The Dropbox plaintiff’s answer is a different chronology. The amended complaint pleads a § 220 books-and-records demand on February 13, 2025, a § 220 action on February 26 — and the conversion’s effectiveness on March 5, what the pleading calls a conversion “in the shadow of litigation” (Am. Compl. ¶ 274). It adds an activist at the gate, a controller selling stock, and a bespoke exemption from Nevada’s takeover statutes. And it presses a timing argument about Delaware’s own reforms: SB 21 was moving through the legislature while the conversion was pending and was signed into law twenty days after the conversion took effect — reforms the plaintiff says hollowed out the stated rationale for leaving, and which the board allegedly never paused to reconsider (Count III pleads exactly that). Whether any of this distinguishes Maffei is the plaintiff’s argument, not a holding. The complaint even turns Dropbox’s post-move conduct against it: after arriving in Nevada, the company sought charter amendments limiting jury trials in corporate disputes — which the plaintiff reads as an admission that the Delaware Court of Chancery’s bench trials were the more predictable forum all along.

And one turn of the file worth knowing: the original April 2025 complaint also asked the court to declare the SB 21 amendments to DGCL § 144 unconstitutional. The Delaware Supreme Court closed that road in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026) — unanimously rejecting both constitutional challenges — and the amended complaint drops the constitutional count. What remains is a fiduciary case aimed at the scenario Maffei reserved: identified claims and concrete circumstances, not speculative future exposure.

Practitioner commentary is already flagging the complaint’s aggression. Anthony Rickey of Margrave Law observes that it describes the rights of Nevada corporations in terms Nevadans will not enjoy reading. And the complaint’s director-compensation disclosure theory arrives — by our count — just three weeks after Ayers v. Foley, C.A. No. 2025-0650-LWW (Del. Ch. June 15, 2026) — the Chancery’s first decision applying SB 21’s heightened presumption of director disinterestedness — complicated that terrain. The D&O Diary’s August 3 analysis draws the underwriting lesson: reincorporation does not eliminate litigation risk; it relocates it — onto the decision to move itself.

What should Texas-bound companies ask?

Dropbox is a Delaware fiduciary case about a Nevada conversion, and it establishes no portable rule for a Texas move. Nevada codifies its fiduciary presumptions (NRS 78.138); Texas codifies the business-judgment rule at TBOC § 21.419, and § 21.4161 provides a procedure for obtaining a pre-transaction determination of director independence in qualifying circumstances. But the pleading sharpens the questions any board weighing a Delaware-to-Texas move must be prepared to answer.

Why is the company moving — and why now? Is it leaving on a clear day, or amid an activist campaign, a books-and-records demand, a controller transaction, or a threatened claim? Who receives a benefit from the move — and are those benefits shared proportionately by all stockholders?

Who evaluated the move? Was the decision considered by directors independent of those receiving its most significant protections? Did the board meaningfully compare Texas with staying put? And does the disclosure record explain, specifically, how the move would alter inspection rights, derivative standing, fiduciary standards, jury-trial rights, forum selection, and available remedies?

Would the destination’s protections even be in play? Texas offers real derivative-path gates. TBOC § 21.552 lets a qualifying corporation — one listed on a national exchange, or one with 500 or more shareholders that elects into § 21.419 — specify in its governing documents a derivative-standing threshold of up to three percent of outstanding shares, a minimum ownership a derivative plaintiff must hold once the election is made. And § 21.553 requires a particularized written demand on the corporation and generally bars suit until the 91st day after the demand, subject to specified exceptions — Texas recognizes no Delaware-style futility substitute. For an exchange-listed Texas corporation, the derivative path runs through the boardroom first.

Would those gates catch a challenge like this one? Not as pleaded — for two independent reasons. The Dropbox claims are pleaded as direct, so derivative-standing rules would not screen them under anyone’s law. And the suit attacks the departure, in Delaware, under Delaware law — a hypothetical Texas corporation’s post-arrival gates would not govern that fight. But the boundary is not absolute, and the transition rules cut both ways: § 21.552(b) itself reaches back, conditioning derivative standing for pre-conversion acts on ownership at the time of the act, and in In re Tesla, Inc. Derivative Litigation, C.A. No. 2024-0631-BWD (Del. Ch. Apr. 13, 2026), the Court of Chancery enforced Tesla’s Texas exclusive-forum bylaw against derivative suits filed before the redomestication — DGCL § 266(e) preserves the governing law for pre-conversion matters, the court reasoned, but a forum bylaw “merely regulates ‘where stockholders may file suit.’” Substance, standing, and forum can travel separately. The precise question for a Texas-bound board is which of them follows the company — and which stays behind.

Which state controls the journey? Texas law ordinarily governs the corporation’s internal affairs after it arrives — but the decision to leave is made while the company is still a Delaware corporation, and Delaware’s own conversion statute provides that the move shall not “be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion” (DGCL § 266(e)). That raises a question about the two Texas provisions above: do § 21.419 and § 21.4161 reach the conversion itself, or only conduct after it takes effect? A company weighing a Texas move is not yet a Texas corporation when the board votes.

Could a company become a Texas corporation while litigation over its departure remains pending in Delaware? The Dropbox plaintiff requests precisely that unwinding — rescission and restoration of the Delaware domicile, or rescissory and compensatory damages — but the court has not awarded it; at this stage it is a requested remedy in a contested pleading. For the firms in our Reincorporation Tracker cohort and the boards still weighing a move, the question set from Maffei to Dropbox reduces to one line: leave on a clear day. If you leave under a cloud, Delaware may try to pull you back. We will follow the docket.

Carried forward

The threads we are still pulling.

Whether Jackson goes up. As of this issue’s cutoff we have not observed a petition in In re Frank Jackson on the Supreme Court of Texas docket (the decision below: No. 15-25-00235-CV, Fifteenth Court of Appeals). As before: we will report a petition when one appears on the court’s own docket, and not before.

Rebuilding the alert searches. Unchanged from Issues No. 11–12: the three re:SearchTX saved searches still need re-scoping to the Business Court divisions and the Fifteenth Court. Until then, new-petition and hearings coverage is source-limited and labelled as such. Opinions coverage comes from the court’s own index and PDFs and is unaffected.

Dockets & calendar

Merits August — the fee-application clock runs first, then a damages-only jury trial and a summary-judgment hearing.

The settings below are Business Court hearing settings of record carried forward from the re:SearchTX filing-activity export in our pipeline, less the three early-August settings now past. The fee-application deadlines run from the July rulings, each set by the court in its own order. Treatment follows the record, not the calendar.

• This week
• ~Aug 1125-BC11B-0088Village Crossing v. West Creek — § 37.009 applicationDue 20 days from July 22 (¶¶59–60)
• Fee applications set by opinion
• ~Aug 1826-BC08B-0009Fischer v. Fischer — segregated Rule 91a.7 applicationDue 20 days from July 29 (¶45)
• August settings of record
• Aug 1725-BC01A-0023Cobalt Falcon v. AXS InvestmentsJury trial — damages only
• Aug 1825-BC01B-0051Air Products and Chemicals v. WolfspeedConference
• Aug 2025-BC11B-0087LITASCO Pan Americas v. Ballast PartnersSummary judgment hearing
• Aug 2425-BC01A-0012STK Development v. GrandyJury trial
• September (selected)
• Sep 14–1825-BC08B-0020Tachyon Technologies v. Kakarla / SignitivesJury trial
• Sep 2125-BC01A-0055Stonebriar Commercial Finance v. WardJury trial
• Sep 29–3026-BC11A-0004Energy Founders Fund v. Daskevich / Gage WesternBench trial

Hearing settings are drawn from re:SearchTX’s filing-activity export and remain carried forward from the Issue No. 10 export; the saved-search rebuild described in Issue No. 11 is still pending, so settings may have been vacated or reset without generating an alert we ingest. Fee-application dates marked “~” are computed from the 20-day periods the opinions themselves set and are our calculation, not docket entries of record — Village Crossing: “within 20 days of the date of this Order” (¶ 60, July 22); Fischer: 20 days from July 29 (¶ 45). Where the export omits hearing times, those settings appear on the live monitor — searchable, with each opinion’s doctrinal tags — where hearing times appear as published. Every row links three ways: the case name opens the case’s entry on our live monitor — the interactive card with the opinion, doctrinal tags, watch and cite tools; the deadline text opens the opinion that set it; the cause number opens the case’s docket on re:SearchTX (free registration required to view filings).org/research/texas-business-court/opinions/?tab=hearings">live monitor as published.