The Delaware Court of Chancery’s January 30, 2024 rescission of Elon Musk’s 2018 Tesla pay package in Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (McCormick, C.) (“Tornetta I”), and the December 2, 2024 fee award in Tornetta v. Musk, 326 A.3d 1203 (Del. Ch. 2024) (“Tornetta II”), are the proximate upstream catalysts of the post-2024 Texas migration cohort tracked by SMU CGI’s Reincorporation Index.16 Tesla converted to a Texas corporation effective June 13, 2024, per its Form 8-K filed with the Securities and Exchange Commission (accession 0001104659-24-071439).17
The internal-affairs doctrine carries the doctrinal weight of every post-Tornetta Texas redomestication: once a Delaware-incorporated firm’s conversion to Texas takes effect, Texas law supplies the internal-affairs rule going forward, with statutes enacted after the conversion (the 2025 S.B. 29 and S.B. 1057 provisions, for a 2024 converter such as Tesla) applying from their own effective dates. There is no “Delaware tail” on post-conversion internal affairs; pre-conversion conduct and claims that accrued under Delaware law remain governed by Delaware law — as the continuing Tornetta appeal itself illustrates.18
On December 19, 2025, the Delaware Supreme Court, sitting en banc, reversed the Chancery rescission in In re Tesla, Inc. Derivative Litigation, No. 534, 2024 (Del. Dec. 19, 2025) (per curiam). The court 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 doctrinal loop closed in Delaware, but the migration the original rescission had catalyzed was by then done; the converted entities continue to be governed by the TBOC going forward.19