Sources · primary authorities and further reading

11. Primary authorities and further reading

Every body-text statutory and judicial citation is hyperlinked to the issuing authority where available, or to an authoritative mirror (Justia, CourtListener) recorded in the project’s link ledger. The list below consolidates the Texas and Delaware statutes, the Texas and Delaware cases, the SEC filings and statements, the conflict-of-laws references, and the practitioner commentary cited as commentary in the prose above.

Statutes (Texas)

Tex. Bus. Orgs. Code Ann. (West 2025) §§ 1.057, 2.115, 2.116, 3.102, 7.001, ch. 8, 11.404, 21.218, 21.223, 21.224, 21.373, 21.401, 21.416, 21.418, 21.4161, 21.419, 21.552, 21.554; Tex. Gov’t Code Ann. ch. 25A (West 2025).

Statutes (Delaware)

Del. Code Ann. tit. 8 (DGCL) §§ 144, 220, 251, 262.

Enrolled bills (Texas, 2023 and 2025)

H.B. 1156, 78th Leg., R.S. (Tex. 2003) (TBOC adoption); H.B. 19 and S.B. 1045, 88th Leg., R.S. (Tex. 2023) (Business Court + Fifteenth Court of Appeals); S.B. 29, S.B. 1057, and H.B. 40, 89th Leg., R.S. (Tex. 2025).

Cases (Texas)

Castleberry v. Branscum, 721 S.W.2d 270 (Tex. 1986); SSP Partners v. Gladstrong Invs. (USA) Corp., 275 S.W.3d 444 (Tex. 2008); Ritchie v. Rupe, 443 S.W.3d 856 (Tex. 2014); In re Estate of Poe, No. 20-0178, 648 S.W.3d 277 (Tex. June 17, 2022); Keyes v. Weller, 692 S.W.3d 274 (Tex. 2024).

Cases (Delaware)

Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985); Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985); Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986); Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995); VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108 (Del. 2005); Gantler v. Stephens, 965 A.2d 695 (Del. 2009); Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014); Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (Tornetta I); Tornetta v. Musk, 326 A.3d 1203 (Del. Ch. 2024) (Tornetta II); In re Tesla, Inc. Derivative Litigation, No. 534, 2024 (Del. Dec. 19, 2025) (en banc, per curiam).

SEC filings and statements

Tesla, Inc. Form 8-K (June 13, 2024) (accession 0001104659-24-071439); SEC Chair Paul Atkins, Keynote Address at the John L. Weinberg Center for Corporate Governance 25th Anniversary Gala (Oct. 9, 2025); 17 C.F.R. § 240.14a-8 (Rule 14a-8).

Conflict of laws and federal tax authorities

Restatement (Second) of Conflict of Laws § 302 (Am. L. Inst. 1971); Treas. Reg. §§ 301.7701-1 to -3 (1996) (check-the-box regulations superseding the Kintner classification regime).

Practitioner commentary (commentary only; not used as primary citation target)

Baker Botts, Ten Principles That Will Guide the New Texas Business Courts in Breach of Fiduciary Duty Litigation (Sept. 2024); Byron F. Egan (Jackson Walker), Texas Business Courts (Oct. 2023); Freeman Law, Does a Director of a Texas Corporation Owe Informal Fiduciary Duties to the Corporation’s Shareholders?; Gibson Dunn, SEC Chairman Atkins Comments on Rule 14a-8 Challenges (Oct. 2025); Harvard Law School Forum on Corporate Governance, Atkins on Challenges to Non-Binding Shareholder Proposals (Oct. 16, 2025).

Scholarship

Byron F. Egan, Egan on Entities: Corporations, Partnerships and Limited Liability Companies in Texas (5th ed. 2025) (Texas Bar Books); Elizabeth S. Miller & Robert A. Ragazzo, 19 Texas Practice: Business Organizations (3d ed., updated annually); Carliss N. Chatman (SMU Dedman School of Law), The Corporate Personhood Two-Step, 18 Nev. L.J. 811 (2018) (SSRN 2992275; DOI 10.2139/ssrn.2992275).

Footnotes

1. See Tex. Bus. Orgs. Code Ann. (West 2025); Tex. Gov’t Code Ann. ch. 25A (West 2025). The TBOC is the unified Texas entity code enacted by H.B. 1156, 78th Leg., R.S. (Tex. 2003); Tex. Gov’t Code ch. 25A is the Texas Business Court authority enacted by H.B. 19, 88th Leg., R.S. (Tex. 2023) and amended by H.B. 40, 89th Leg., R.S. (Tex. 2025). ↑
2. See SMU CGI source-citation protocol, internal project guidance (May 2025) (Bluebook 21st edition; primary-source hyperlinks; practitioner commentary as commentary, not as primary citation target). The SMU CGI standing rule on hyperlinking and source discipline. Practitioner alerts (Baker Botts, Gibson Dunn, Sidley, Hunton, Freeman Law, Jackson Walker, etc.) may appear in the prose as commentary on the case-law and statutory landscape but are not used as URL targets for statutory or judicial citations; statutory citations resolve to statutes.capitol.texas.gov, judicial citations resolve to the issuing court or to Justia / CourtListener, and SEC filings resolve to EDGAR-direct URLs with accession numbers. ↑
3. See sources cited in Figure 1 (note). Each inflection point in Figure 1 is sourced to an enrolled bill or a primary judicial opinion. The twelve points are: (1) 1955 Texas Business Corporation Act; (2) 1991 Texas Limited Liability Company Act; (3) 2003 TBOC enactment (H.B. 1156, 78th Leg., R.S.); (4) Jan. 1, 2006 TBOC effective for new entities; (5) Jan. 1, 2010 TBOC mandatory for all entities; (6) 2014 Ritchie v. Rupe; (7) 2022 In re Estate of Poe; (8) 2023 H.B. 19 + S.B. 1045 (Business Court + Fifteenth Court of Appeals); (9) 2024 Tornetta v. Musk + Tesla redomestication; (10) 2025 S.B. 29 + S.B. 1057 + H.B. 40; (11) Dec. 19, 2025 Delaware Supreme Court per curiam reversal in In re Tesla, Inc. Derivative Litigation; (12) Mar. 17, 2026 Gusinsky v. Reynolds (N.D. Tex.), first federal-court enforcement of TBOC § 21.552(a)(3). ↑
4. Texas Business Corporation Act, Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955 (predecessor of TBOC ch. 21); Texas Limited Liability Company Act, Acts 1991, 72d Leg., R.S., ch. 901, § 46, eff. Aug. 26, 1991 (predecessor of TBOC ch. 101). Pre-TBOC fragmentation. The Texas LLC Act of 1991 was enacted in response to Rev. Rul. 88-76, 1988-2 C.B. 360, in which the IRS applied the Kintner regulations to classify a Wyoming LLC as a partnership for federal tax purposes; the Kintner regime was superseded in 1996 by the federal check-the-box regulations at Treas. Reg. §§ 301.7701-1 to -3. ↑
5. H.B. 1156, 78th Leg., R.S. (Tex. 2003) (enacting the Texas Business Organizations Code); codified at Tex. Bus. Orgs. Code Ann. tit. 1 et seq. (West 2025). Effective date for new entities: Jan. 1, 2006; mandatory application for all Texas-domestic entities: Jan. 1, 2010, at which point the predecessor statutes (the 1955 TBCA, the 1991 TLCA, and the partnership-form statutes) expired. ↑
6. Tex. Bus. Orgs. Code Ann. § 1.057 (West 2025), originally added at § 1.056 by S.B. 29 and renumbered to § 1.057 by S.B. 2411 § 16 (eff. Sept. 1, 2025), as discussed in S.B. 29, 89th Leg., R.S. (Tex. 2025). The statutory text is narrower than “Texas-first” framing suggests: managerial officials may consider law of other states, and failure or refusal to conform Texas-corporation conduct to other-state law is not, standing alone, a breach. The provision routes internal-affairs analysis to Texas authority first; it does not foreclose consideration of out-of-state authority. ↑
7. VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108, 1112–13 (Del. 2005); Restatement (Second) of Conflict of Laws § 302 (Am. L. Inst. 1971). The constitutional and conflict-of-laws predicate for every post-Tornetta redomestication. A Delaware-incorporated firm that converts to Texas brings the then-current TBOC framework with it from the moment of effective conversion; the internal-affairs doctrine routes governing law to the state of incorporation. ↑
8. Tex. Bus. Orgs. Code Ann. § 21.401(b) (West 2025); id. § 3.102. Section 21.401(b) is the express statutory authorization for Texas-corporation takeover-defense analysis — the Texas analogue to Delaware’s judicially developed enhanced-scrutiny doctrines (Unocal, Unitrin, Revlon). Where Delaware reaches the same permitted-considerations result by case law, Texas reaches it by statute. ↑
9. See, e.g., Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985); Cede & Co. v. Technicolor, Inc., 634 A.2d 345 (Del. 1993). Delaware reaches its director-duty baseline through Chancery decisions and Delaware Supreme Court precedent rather than through codified text. The structural-architecture point of this section is not normative; it is descriptive: Texas’s baseline lives in the TBOC, Delaware’s lives in the case law. ↑
10. Ritchie v. Rupe, 443 S.W.3d 856, 870–91 (Tex. 2014) (Boyd, J.) (declining to recognize common-law shareholder-oppression claim; construing receivership remedy under predecessor statute, now TBOC § 11.404; narrowing the “oppressive conduct” definition). Decided June 20, 2014. The opinion is doctrinally upstream of every Texas-corporation minority-shareholder analysis. The receivership remedy that remains is rehabilitative, not a court-ordered buyout; the “oppressive conduct” definition is substantially narrower than the pre-Ritchie case-law line. ↑
11. In re Estate of Poe, No. 20-0178, 648 S.W.3d 277 (Tex. June 17, 2022); see also Freeman Law, Does a Director of a Texas Corporation Owe Informal Fiduciary Duties to the Corporation’s Shareholders? The Texas Supreme Court Speaks (commentary). Estate of Poe extends Ritchie’s closely-held narrowing into the director–shareholder relationship and reaffirms the rule that the parties’ election of the corporate form “disclaim[s] the existence of duties regarding the management of the corporation’s affairs” beyond those that exist by statute or formation documents. ↑
12. Gantler v. Stephens, 965 A.2d 695, 708–09 (Del. 2009) (officer fiduciary duties “same as those of directors”). The Delaware Supreme Court’s express recognition that officer fiduciary duties parallel director fiduciary duties. The Texas doctrine has not made the parallel by judicial holding; the practitioner-side discussion typically characterizes Texas officer duties as principal-agent influenced rather than fiduciary-duty influenced. S.B. 29’s amendments to the interested-officer procedures (TBOC §§ 21.416, 21.418) tighten specific procedural obligations but do not import the Gantler parallel wholesale. ↑
13. Tex. Bus. Orgs. Code Ann. § 21.223 (West 2025); id. § 21.224. § 21.223 prohibits piercing the corporate veil for contractual obligations except where actual fraud on the obligee is shown primarily for the shareholder’s direct personal benefit; § 21.224 makes § 21.223 the exclusive vehicle for that shield, preempting any other liability imposed for that obligation under common law or otherwise. The two operate as a unit. ↑
14. Castleberry v. Branscum, 721 S.W.2d 270 (Tex. 1986); SSP Partners v. Gladstrong Invs. (USA) Corp., 275 S.W.3d 444 (Tex. 2008). Castleberry decided July 2, 1986 (Spears, J.); the Texas Legislature responded with what is now TBOC § 21.223 (codified from TBCA art. 2.21, added by 1989 amendment, recodified in 2003 as part of the TBOC consolidation). SSP Partners refined the alter-ego / sham-to-perpetrate-a-fraud framework that survives alongside the statutory shield. ↑
15. Keyes v. Weller, 692 S.W.3d 274 (Tex. June 28, 2024) (Lehrmann, J.) (Bland, J., concurring, joined by Blacklock, Huddle, and Young, JJ.). Construes § 21.223 against the backdrop of § 21.224’s statutory-preemption provision. Holds that the § 21.223 / § 21.224 scheme shields shareholders qua shareholders from veil-piercing liability for the corporation’s contractual obligations, but does not immunize corporate agents from common-law tort liability for tortious conduct they personally direct or engage in. The decision aligns the doctrinal architecture with the underlying agency-law principle. ↑
16. Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (McCormick, C.); Tornetta v. Musk, 326 A.3d 1203 (Del. Ch. 2024). Tornetta I decided January 30, 2024; Tornetta II decided December 2, 2024. Together, the Chancery rescission of Musk’s 2018 pay package and the $345 million fee award are the proximate upstream catalysts of the post-2024 Texas migration cohort tracked by SMU CGI’s Reincorporation Index. ↑
17. Tesla, Inc., Current Report on Form 8-K (June 13, 2024) (accession 0001104659-24-071439). Tesla’s conversion to a Texas corporation became effective on June 13, 2024 — the same day as the shareholder vote and the date the Texas certificate of formation became effective. Tesla’s Q2 2024 Form 10-Q confirms the same date. ↑
18. See Restatement (Second) of Conflict of Laws § 302 (Am. L. Inst. 1971); VantagePoint, 871 A.2d at 1112–13. The internal-affairs rule. A converted entity’s governance is governed by the law of the new state of incorporation from the moment of effective conversion; there is no “Delaware tail” on internal-affairs questions for activity post-conversion. ↑
19. In re Tesla, Inc. Derivative Litigation, No. 534, 2024 (Del. Dec. 19, 2025) (en banc, per curiam). The Delaware Supreme Court’s reversal of Tornetta I reinstated the 2018 pay package and agreed in principle to a quantum-meruit fee award on a lodestar-times-four basis (without stating a dollar amount — Tesla’s proposed cap was $54.5 million, and the $345 million Chancery award was displaced), with the Court itself fixing the fee methodology at counsel’s lodestar times four rather than remanding, and directing any implementation disputes to the Court of Chancery. The decision is doctrinal closure on the Tornetta catalyst, but it does not unwind the migrations that the original rescission triggered: each converted entity continues to be governed by the TBOC for internal-affairs purposes going forward. ↑
20. Enrolled S.B. 29, S.B. 1057, and H.B. 40, 89th Leg., R.S. (Tex. 2025). The three 2025 statutes. S.B. 29 passed the Senate on May 7, 2025, was signed May 14, 2025, and is effective immediately; S.B. 1057 was signed May 19, 2025, and is effective Sept. 1, 2025; H.B. 40 was signed June 20, 2025, and is effective Sept. 1, 2025. Together they constitute fourteen codified TBOC and Government Code hooks, plus one federal-hook commentary point. ↑
21. SEC Chair Paul Atkins, Keynote Address at the John L. Weinberg Center for Corporate Governance 25th Anniversary Gala (Oct. 9, 2025); see also Gibson Dunn, alert (Oct. 2025) (“the law in this context is not settled, and . . . only a court can resolve the scope of the Rule 14a-8 exclusions”); Harvard Law School Forum on Corporate Governance (Oct. 16, 2025) (compiling reactions). The standard disclaimer language — that the views are the Chair’s own and not the Commission’s — appears on the SEC speech transcript. Commentary, not Commission rulemaking; not issuer-specific no-action relief; not a judicial holding. The interaction between SB 1057 and Rule 14a-8(i)(1) will be resolved by a court if and when litigated. ↑
22. Tex. Bus. Orgs. Code Ann. § 21.552(a)(3) (West 2025), added by S.B. 29, 89th Leg., R.S. (Tex. 2025). The dual-axis terminology is SMU CGI’s analytical shorthand for the statute’s structure: the same numeric (3%) functions as a ceiling for the corporation (what the corporation may elect by governing-document amendment) and the required holding for the plaintiff (what the shareholder must satisfy to bring a derivative suit once the corporation has elected). The corporation’s elected number need not be 3% — it may be anywhere at or below the statutory cap — but most public-company adopters have elected at the cap. For the first federal-court enforcement of this provision, see n. 25 (Gusinsky v. Reynolds). ↑
23. H.B. 19, 88th Leg., R.S. (Tex. 2023) (signed June 9, 2023; effective Sept. 1, 2023); H.B. 40, 89th Leg., R.S. (Tex. 2025) (signed June 20, 2025; effective Sept. 1, 2025); Tex. Gov’t Code Ann. § 25A.003 (West 2025) (eleven geographic divisions). Five urban divisions funded and operational at launch on September 1, 2024: First (Dallas), Third (Austin), Fourth (San Antonio), Eighth (Fort Worth), Eleventh (Houston). The remaining six were initially conditioned on appropriations and scheduled to be abolished September 1, 2026; H.B. 40 (2025) eliminated that sunset and provided appointment authority for judges to those six divisions plus additional judges for the First and Eleventh. ↑
24. S.B. 1045, 88th Leg., R.S. (Tex. 2023) (creating the Fifteenth Court of Appeals); Fifteenth Court of Appeals (txcourts.gov). Companion statute to H.B. 19. The Fifteenth Court of Appeals, based in Austin, has exclusive intermediate appellate jurisdiction over Business Court appeals and State-of-Texas civil cases; first justices appointed June 11, 2024 (Brister, C.J.; Field, J. (Place 2); Farris, J. (Place 3)). ↑
25. Gusinsky v. Reynolds, No. 3:25-cv-01816-K (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (order dismissing derivative complaint with prejudice). First published federal-court enforcement of Tex. Bus. Orgs. Code Ann. § 21.552(a)(3) (West 2025). Vladimir Gusinsky, holder of 100 shares of Southwest Airlines Co. common stock (CIK 0000092380; approximately 567 million common shares outstanding per the court’s memorandum opinion), filed a derivative suit challenging the board’s elimination of the airline’s “Bags Fly Free” policy. Two days after S.B. 29 took effect, Southwest’s board amended the bylaws to adopt a 3% ownership threshold under § 21.552(a)(3). The court applied the threshold and dismissed with prejudice, rejecting plaintiff’s as-applied challenges grounded in fiduciary entrenchment, the Texas Constitution, and Texas contract-law principles. Primary-source opinion PDF available via GovInfo (U.S. Government Publishing Office). Authoritative secondary coverage: Gibson Dunn client alert; see also Sidley Enhanced Scrutiny; Hunton Andrews Kurth; Foley & Lardner (each a practitioner secondary source, not a primary authority). ↑