Research.

Public-company state-of-incorporation changes and selected comparator rows tracked since the Tesla stockholder vote of June 13, 2024. For each firm: the vote tally, the proxy filings, the market reaction, and a per-firm replication kit. The dataset also carries a reference panel of Texas-incumbent companies for comparison. ExxonMobil’s New Jersey to Texas move, effective July 1, 2026 (approved May 27, 2026), is the most recent S&P 100 transaction in the cohort.

What changed in Texas corporate law during the 2024–2026 reform cycle, and what it means for boards and shareholders. Texas sets a 3% statutory ceiling under Tex. Bus. Orgs. Code § 21.552 on the derivative-standing ownership threshold a corporation may set in its charter or bylaws — a cap, not a default. The reform package also includes the codified business-judgment rule (§ 21.419), the shareholder-proposal submission rules (§ 21.373), the special-committee independence procedure for controller transactions (§§ 21.416(g), 21.4161), and Texas forum-selection provisions for internal entity claims (§ 2.115). Each rule is paired with a plain-English explainer and the first cases applying it. The full Texas Business Organizations Code is linked throughout.

Every opinion the Texas Business Court has issued since it opened on September 1, 2024 (operating under Tex. Gov’t Code ch. 25A as enacted by H.B. 19, 88th Leg., R.S. (2023)), in an interactive dashboard. Filter by division, posture, disposition, doctrine, or judge. Each opinion links to the court’s PDF and to a short editorial summary; the opinion text controls. The Codex also tracks the jurisdictional-threshold rulings — the cases that decide whether a dispute belongs in the Business Court at all — and the legislative changes that govern the court’s reach.

The doctrinal foundation underneath every other vertical. Plain-English coverage of the fiduciary duties of directors and officers, the business-judgment rule, controlling-shareholder doctrine, and the board-and-committee architecture that governs U.S. public companies. Every operative case, statute, and SEC release cited in the primer is linked to its primary source. Start here if you are new to corporate governance, or if you want a clean refresher before reading the rest of the site.

How state corporate law got to where it is today. A century of competition between chartering states — Delaware’s rise to dominance, the race-to-the-top and race-to-the-bottom debate, the internal-affairs doctrine that makes choice of state matter, and the Texas reforms of 2024–2026, which have produced the largest cohort of state-of-incorporation changes since the New Jersey → Delaware migration of the early 20th century — the through-line traced in Goodwin’s The Texas Two-Step: Rewriting the Rules in the Battle for Corporate Domicile. Eight phases from 1899 through 2026, told as a narrative with primary-source links at every turn.

What ISS and Glass Lewis recommend, how often shareholders follow them, and the expanding regulatory and litigation regime governing proxy advisors. Coverage spans director elections, say-on-pay, M&A, and bylaw and charter amendments, with dissent-rate trackers and methodology benchmarks for each. A three-line conflict-of-interest taxonomy maps the issuer-paid-consulting line, the recommendation-conflict line, and the new Texas DTPA theory raised in the May 2026 petition. The regulation-and-litigation layer is live; the empirical layers are rolling.

Who actually decides what at a public company — and how the allocation of decision rights has changed between 2024 and 2026. 8 governance channels covered: shareholder proposals, the precatory-proposal doctrine, the SEC’s Staff Legal Bulletin No. 14M (Feb. 12, 2025) (reframing Rule 14a-8’s ordinary-business and significance exclusions) and the subsequent Division of Corporation Finance statement (Nov. 17, 2025) (the Division announced it would state views only on Rule 14a-8(i)(1) grounds for the current proxy season, leaving other exclusions to companies’ own determinations), exempt solicitations, retail auto-voting, proxy-advisor regulation, mandatory arbitration, and the litigation over whether a company can exclude a proposal at all. Texas, Delaware, and company-level private ordering are compared throughout.

Where state legislatures took corporate law between 2024 and 2026, and where they did not. Delaware codified the controller and conflicted-director safe harbors and narrowed the books-and-records inspection right; the Delaware Supreme Court upheld the constitutionality of the SB 21 safe-harbor amendments in Rutledge v. Clearway Energy Grp., LLC, No. 248, 2025 (Del. Feb. 27, 2026), rejecting jurisdiction-stripping and retroactivity challenges and leaving safe-harbor compliance for the Court of Chancery to decide case by case. Nevada codified a narrow controlling-stockholder duty. Texas enacted the most extensive reform package among the three jurisdictions tracked here — covered separately in the Texas vertical. Federal action lives at the SEC, on Rule 14a-8 guidance and 13D/G phase-in.

A century of debate over the same question: who is the corporation for? Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919), the Berle–Dodd exchange in the 1930s, the Friedman doctrine in 1970, the Business Roundtable statements of 1997 and 2019, the Bebchuk and Tallarita audit finding limited follow-through on the 2019 statement, and the 2025 statutory reforms in Delaware and Texas that altered the default standards of review. An interactive timeline, a state-by-state map of constituency statutes — adopted by a majority of U.S. states, though not Delaware — and the shareholder-primacy and stakeholder-governance theories side by side.

A side-by-side comparison of Delaware, Texas, Nevada, and New Jersey corporate law across the doctrines that drive litigation outcomes — Caremark oversight, MFW cleansing, Revlon scrutiny, derivative-suit standing, books-and-records access, and appraisal rights. Designed for the practitioner who has to advise a board on where to incorporate, or to defend or challenge a redomestication. Includes a three-lane plaintiff/defense playbook and a close read of Maffei v. Palkon, 339 A.3d 705 (Del. 2025) (en banc), rev’g Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024) — where the Delaware Supreme Court held the business-judgment rule governs a board’s decision to reincorporate out of Delaware on a “clear day.”