SMU CGI analytical framing: the 2024–2026 period spans a state corporate-law reform cycle across Delaware, Nevada, and Texas. Three states — Delaware, Nevada, and Texas — enacted reforms in the same window after the Tornetta v. Musk line of Court of Chancery decisions1 and the June 13, 2024 Tesla Texas-reincorporation vote2 made alternative domicile choices more salient relative to Delaware’s controller-conflict and books-and-records doctrine.
This page tracks what each state actually enacted, what the Delaware Supreme Court has now upheld against constitutional challenge under Article IV, § 10 of the Delaware Constitution, and how the federal layer at the SEC (Rule 14a-8 Nov. 17, 2025 Statement;3 beneficial-ownership reporting) interacts with each state regime. Texas reforms (SB 29, SB 1057, HB 40, TBOC ch. 6A) live in the V02 Texas Corporate Law vertical rather than here, and the cross-link below makes that explicit.
URL verifications · 2026-05-24
Four URL/docket claims were independently verified against primary sources before this page was committed: (a) Delaware SB 21 BillDetail = 141930 (enrolled SS 1; signed Mar. 25, 2025; 85 Del. Laws ch. 6); the original SB 21 (141857) was substituted in lieu on Mar. 12, 2025 and is preserved for provenance. (b) In re Tesla, Inc. Derivative Litigation = No. 534, 2024 (consolidated with No. 10, 2025), 2025 WL 3689114 (Del. Dec. 19, 2025) (per curiam, en banc). (c) Rutledge v. Clearway Energy Group LLC = No. 248, 2025 (Del. Feb. 27, 2026) (en banc, unanimous); oral argument Nov. 5, 2025; opinion at courts.delaware.gov id=392120. (d) Nevada AB 239 NELIS = Bill/12259 (passed Senate 21-0 on May 21, 2025; signed May 30, 2025; Chapter 142).