Texas's TBOC § 21.373 and Delaware's (i)(1) state-law route arrive at functionally similar outcomes through structurally opposite methods. Surfacing the comparison is one of V07's analytical contributions.
Texas · statutory on the record
TBOC § 21.373 opt-in threshold
Texas narrows proposal access through a statutory text. A nationally-listed Texas corporation that opts in via certificate or bylaw amendment can require a proponent to hold voting shares of “at least: (A) $1 million in market value; or (B) three percent of the corporation’s voting shares” (TBOC § 21.373(e)(1)), plus a six-month holding period and a 67% solicitation requirement. The statutory test is disjunctive: a proponent qualifies on satisfaction of either prong, so the operative threshold at any given issuer is whichever prong is lower at the relevant market cap (3% for small-caps where 3% < $1M; $1M for large-caps where 3% > $1M). The mechanism is transparent: the corporation has made an affirmative election; the threshold is in the certificate or bylaws; the disclosure is in the proxy statement. Reform via statute, with all the visibility a statute carries.
Delaware · counsel-opinion practice
Rule 14a-8(i)(1) state-law route
Delaware narrows proposal access through federal-administrative practice change. Post-Nov-17, the process bifurcates. For exclusion grounds other than (i)(1), the staff issues a no-objection letter on the company's unqualified representation of a reasonable basis to exclude — without evaluating the representation. Rule 14a-8(i)(1) improper-subject requests remain in substantive Division review; a Delaware-counsel opinion supports that request but does not automate the response. The mechanism is not embodied in statute: no statute, no charter amendment, no proxy-statement disclosure; the doctrinal predicate is a contested theory of Delaware silence about precatory proposals; the only public artifact is the staff's no-action response, which states the Division's view on the request but does not adjudicate the underlying state-law question. Reform via opinion-of-counsel practice, with the disclosure profile that practice-based reform carries.
How we will disambiguate. The vertical commits to four empirical tests that, taken together, distinguish “functionally equivalent” from “structurally different” reform channels: (1) the exclusion-rate of Rule 14a-8 proposals under the (i)(1) state-law route before and after the November 17, 2025 Statement; (2) the composition and subject-matter distribution of proposals submitted to Texas opt-in firms versus Delaware peers; (3) cross-coverage of (i)(1) and TBOC § 21.373 grounds for the same proposal at the same issuer; and (4) downstream voting outcomes when proposals do reach the ballot under each channel. Each test corresponds to a discrete empirical layer of the V07 build-out.
The comparative analytical question is whether the two channels are functionally equivalent — producing the same downstream effects on which shareholder proposals reach corporate proxies and which do not. If the answer is yes, then framing Texas's reform as differentially affecting proposal eligibility while treating Delaware's reform as procedurally routine collapses a substantive analytical distinction. If the answer is no, then the two channels are doing structurally different things and the comparison is genuinely competitive. The V07 empirical work is designed to disambiguate.
Companion vertical · V08
Statutory Reform — the statutory layer
V07 tracks the channels that restructured around the statutes. V08 tracks the statutes themselves: Delaware SB 21, Nevada AB 239, and the federal-tracker layer. Texas's TBOC reforms are nested under V02 Texas Corporate Law alongside the broader TBOC history and Texas fiduciary-duty framework. The three verticals together cover the full 2024–2026 governance-contest map.