Southern Methodist University · Dallas, Texas

Research at the intersection of law and economics.

Corporate governance research combining empirical methods from finance with doctrinal analysis from corporate law.

Executive Director: Shane Goodwin, PhD, LL.M.
Affiliations: SMU Cox · SMU Dedman Law
Faculty: SMU Cox & Dedman Law

The Reincorporation Index → The Texas Business Court Codex → Meet our scholars →

Source-first research

Legal claims link to statutes, court opinions, and SEC filings. Empirical claims link to datasets. Practitioner commentary may appear as secondary analysis but never as the primary source.

Research verticals

Ten research programs across the corporate-governance landscape.

Each vertical is an active research program. Some are datasets with replication kits; others are doctrinal primers, historical essays, or live regulatory trackers.

Active research

The Reincorporation Index

Publicly traded U.S. firms that have changed state of incorporation since June 13, 2024 (the date of Tesla’s stockholder vote approving the Texas redomestication; selected as a date-certain trigger that does not depend on whether Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024), rev’d sub nom. In re Tesla, Inc. Derivative Litig., 2025 WL 3689114 (Del. Dec. 19, 2025)). Tracked movers: 56 firms in a 124-row dataset that adds a 62-firm Texas-incumbent § 21.552 reference panel. The remaining 6 rows are retained for audit-trail continuity but excluded from Panel A (3 Texas-incumbent firms classified inactive/ineligible; 1 refuted-not-a-reincorporation row [BNZI memo]; 1 comparator-only row [LTRPA]; 1 Texas-incumbent § 21.552 adopter row reported separately). Event-study battery, doctrinal explainers, coalition arithmetic, and per-firm publication subsites for the Texas-incumbent universe.

Firms in dataset 124

Open the Index

Corporate Governance — Foundations

Reference primer on the law and economics of corporate governance — fiduciary duties, controlling shareholders, board structure, the business-judgment rule, and the doctrinal framework that underlies every vertical in the Initiative.

Format Reference primer

Read the primer

Corporate Law History

A century of state corporate-law competition — the rise of Delaware, the post-1980s race to the top vs. race to the bottom debate, and the post-2024 Texas reform cycle. Doctrinal evolution, jurisdictional incentives, and the modern landscape.

Format Historical essay

Read the essay

Texas Corporate Law (TBOC)

Texas Business Organizations Code § 21.552 — derivative-action standing threshold (not to exceed 3% of outstanding shares) applicable to (i) Texas corporations with common shares listed on a national securities exchange, or (ii) Texas corporations that have affirmatively elected to be governed by § 21.419 (BJR opt-in) and have 500 or more shareholders; SB 29, 89th Leg., R.S. § 13 (Tex. 2025). § 21.419 codification of the business-judgment-rule presumptions for opt-in corporations. Companion S.B. 1057 / § 21.373(e) imposes three cumulative requirements on shareholder proposals at nationally-listed Texas corporations that opt in: (i) ownership of $1 million market value or 3% of voting shares; (ii) continuous six-month holding period through meeting; and (iii) solicitation of holders of at least 67% of voting power. First federal application of § 21.552: Gusinsky ex rel. Southwest Airlines Co. v. Reynolds, No. 3:25-cv-01816-K, 2026 WL 747179 (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.), GovInfo (dismissing derivative complaint with prejudice; upholding Southwest’s 3% ownership-threshold bylaw adopted under SB 29; holding a demand letter does not “institute” a derivative proceeding for purposes of retroactivity analysis; foreclosing retroactivity, breach-of-fiduciary-duty, and unreasonableness challenges).

Format Statutory reference

Read the statute

Legal & Litigation Risk

Comparative law landscape for Delaware → Texas / Nevada migrants and New Jersey → Texas movers (the axis of the ExxonMobil redomestication) — what TBOC, NRS Ch. 78, and N.J. Bus. Corp. Act change relative to DGCL, the litigation-risk vectors that follow, and a comparative-provisions framework for counsel.

Format Comparative analysis

Read the analysis

The Texas Business Court Codex

Interactive dashboard for the Texas Business Court since its September 1, 2024 launch under H.B. 19, 88th Leg., R.S. (Tex. 2023), with integration into Civil Practice and Remedies Code procedural provisions under H.B. 40, 89th Leg., R.S. (Tex. 2025) (which integrated the Business Court into existing CPRC procedural references; and removed the sunset on additional Business Court divisions; activation of the six unfunded divisions awaits separate legislative funding). Per-opinion explorer with division, posture, disposition, doctrine, and judge filters; jurisdictional-threshold analysis; primary-source links to every opinion PDF.

Opinions cataloged 95 (live)

Open the Codex

Purpose of a Corporation

A century of authority on corporate purpose, 1919–2025 — from Dodge v. Ford Motor Co., 204 Mich. 459, 170 N.W. 668 (1919) through the Berle–Dodd debate, Milton Friedman, The Social Responsibility of Business Is to Increase Its Profits, N.Y. Times Mag., Sept. 13, 1970, at SM17, the the Business Roundtable Statement on Corporate Governance (Bus. Roundtable 1997) and Statement on the Purpose of a Corporation (Bus. Roundtable Aug. 19, 2019), the empirical audit by Lucian A. Bebchuk & Roberto Tallarita, Will Corporations Deliver Value to All Stakeholders?, 75 Vand. L. Rev. 1031 (2023), and the 2025 Delaware S.B. 21 / Texas S.B. 29 / S.B. 1057 reform cycle. Interactive timeline, 33-state constituency-statute grid, and the two leading theories side by side.

Format Reference primer

Read the primer

Coming soon

Shareholder Franchise & Private Ordering

The 2024–2026 restructuring of the shareholder-governance channel across eight streams: (1) shareholder proposals, (2) precatory-proposal doctrine, (3) the November 17, 2025 SEC Statement on the Division of Corporation Finance’s Rule 14a-8 process, (4) exempt solicitations, (5) retail auto-voting, (6) proxy-advisor regulation, (7) mandatory arbitration, and (8) proposal-exclusion litigation. Covers proposal access, ballot access, vote advice, vote execution, litigation forum, and courthouse access.

Streams 8 active

Open the vertical

Proxy Advisors

ISS and Glass Lewis recommendation patterns and post-recommendation vote outcomes — director elections, say-on-pay, M&A, and bylaw/charter amendments. Methodology benchmarks and dissent-rate trackers.

Firms covered Layer 05 live; empirical layers Q1 2027

Read the overview

Statutory Reform

State corporate-statute evolution. Delaware: S.B. 21, 153d Gen. Assem. (Del. 2025); 85 Del. Laws ch. 6 (2025) (signed March 25, 2025), codifying controller and conflicted-director safe harbors at DGCL § 144 and reforming books-and-records inspection at § 220 — enacted while Chancery’s Tornetta rescission stood, then doctrinally reframed when the Delaware Supreme Court reversed that rescission in In re Tesla, Inc. Derivative Litig., Nos. 534, 2024; 10, 2025; 11, 2025; & 12, 2025, 2025 WL 3689114 (Del. Dec. 19, 2025) (per curiam) (consolidated), and reduced the Court of Chancery’s $345 million fee award to approximately $54.5 million applying a quantum-meruit framework computed as plaintiffs’ counsel’s lodestar with a 4× multiplier. Texas: S.B. 29 (TBOC § 21.552 derivative-standing threshold + § 21.419 BJR codification); S.B. 1057 (§ 21.373 shareholder-proposal three-part threshold); H.B. 40 (Business Court integration into CPRC); S.B. 2337 (adding TBOC Chapter 6A regulating proxy advisors; disclosure regime with DTPA-actionable violations); S.B. 2411 (amending TBOC § 7.001 to permit officer exculpation by certificate election; effective Sept. 1, 2025); all 89th Leg., R.S. (Tex. 2025). Nevada: A.B. 239, 83d Sess. (Nev. 2025) (signed May 30, 2025; effective immediately) (amending NRS 78.240 to confirm that stockholders generally owe no fiduciary duties to the corporation or other stockholders, while establishing a narrow controlling-stockholder duty to refrain from undue influence over directors or officers; authorizing Articles-of-Incorporation jury-trial waivers for internal actions under NRS 78.046; and permitting certain holding-company reorganizations without stockholder approval). Federal: Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season, U.S. SEC Div. of Corp. Fin. (Nov. 17, 2025) (announcing that Corp Fin will not issue substantive no-action responses for most Rule 14a-8 exclusion requests during the 2025–26 proxy season except those grounded in Rule 14a-8(i)(1)) and proxy-advisor regulatory developments.

Statutes tracked Page live; statute sub-pages rolling

Read the overview

Publications

Recent research outputs.

Working papers, law-review articles, books, and commentary from SMU CGI faculty over the past twelve months. Listed chronologically, newest first; click any title to open the source. Every entry has been independently verified against its primary venue (byline, date, and title) before listing.

Featured exchange · CLS Blue Sky Blog

ExxonMobil and the Leopard Paradigm — an SMU CGI faculty exchange

In May 2026, Shane Goodwin and Christina M. Sautter published paired CLS Blue Sky Blog essays on ExxonMobil's proposed New Jersey-to-Texas redomiciliation. Goodwin's What ExxonMobil's Proxy Actually Says (May 5, 2026) reads the proxy materials and discusses their implications for the governance-discount literature; Sautter and Sergio A. Gramitto Ricci's ExxonMobil's Planned Domicile Change Is a Test of the Leopard Paradigm (May 21, 2026) applies a rights-powers framework and considers how formal shareholder rights and practical shareholder power may differ. Each essay is listed below under its author. The Initiative presents both views as scholarship; it does not endorse the conclusions of either piece.

Forthcoming 2026

TikTok Family Matters

Carliss N. Chatman

49 Seattle University Law Review (forthcoming 2026)

Corporate-personhood and family-business framing applied to the TikTok divestiture episode.

Forthcoming

The 2024-26 Reincorporation Wave: A Cohort Event Study Across 118 U.S. Public Firms

SMU CGI working paper

Working paper, SMU Corporate Governance Initiative

Cohort-level event study of the post-Tornetta reincorporation wave, with cross-sectional analysis of controller ownership concentration, dual-class structure, and exchange-listing variation.

In preparation

2026

1981

Carliss N. Chatman

82 Washington and Lee Law Review 1655 (2026)

Argues 42 U.S.C. § 1981 (Civil Rights Act of 1866) fails to secure equal contracting rights for Black contracting parties amid DEI retrenchment; combines law-and-economics analysis with interest-convergence theory.

May 21, 2026

ExxonMobil's Planned Domicile Change Is a Test of the Leopard Paradigm

Christina M. Sautter · with Sergio A. Gramitto Ricci

Columbia Law School Blue Sky Blog

Applies the Leopard Paradigm to the ExxonMobil redomiciliation; argues formal shareholder rights can be preserved while practical shareholder power is restructured.

May 13, 2026

Read the Fine Print: What ExxonMobil's Proxy Actually Says About Texas Redomiciliation

Shane Goodwin

SMU Cox Hilltop Forum

Reads the NJ → TX redomiciliation proxy through an 18-specification event-study battery; argues critics misread the disclosure.

May 5, 2026

What ExxonMobil's Proxy Actually Says About the Change of Domicile to Texas

Shane Goodwin

Columbia Law School Blue Sky Blog · cited by ExxonMobil in its DEFA14A solicitation

CLS Blue Sky version of the Hilltop Forum essay; the company's DEFA14A directs investors to this piece.

April 28, 2026

Exxon's Retail Voting Program Is A Trap For Retail Investors

Christina M. Sautter

Law360 paywall

Argues ExxonMobil's retail voting program functions as an entrenchment device; cited in SEC filings on the redomiciliation proposal.

April 22, 2026

Texas Diversity Contracting Pullback Gives Businesses Whiplash

Carliss N. Chatman

Bloomberg Law (Good Counsel) paywall

On the Texas Historically Underutilized Business Program rollback and the compliance confusion it creates for federal contractors.

April 6, 2026

DExit Debate Flattens the Constituencies That Boards Balance

Carliss N. Chatman

Bloomberg Law (Good Counsel) paywall

Argues both pro- and anti-Delaware camps misread the board's multi-constituency role; charter choice is business judgment, not a governance proxy.

March 31, 2026

The Texas Reincorporation Trap — What the ExxonMobil Vote Reveals About Board Power

Christina M. Sautter

The Texas Lawbook

Texas-audience version of the Bloomberg Law thesis; argues TBOC § 21.373 / § 21.552 enable post-vote board override by bylaw.

March 20, 2026

Exxon Texas Move Should Prompt Shareholders to Read Fine Print

Christina M. Sautter

Bloomberg Law (Legal Exchange) paywall

Argues the ExxonMobil TX move is "corporate disenfranchisement by design"; introduces the Leopard Paradigm framing.

March 5, 2026

Texas Proxy Adviser Law Demands Disclosure and Protects Investors

Shane Goodwin

Bloomberg Law (Legal Exchange) paywall

Defends Texas SB 2337 (regulating proxy advisory firms) as a disclosure-based investor protection measure; argues proxy advisers exercising delegated fiduciary power must be transparent about non-pecuniary analytical frameworks.

February 23, 2026

A Paradigm for Understanding Shareholder Disenfranchisement

Christina M. Sautter · with Sergio A. Gramitto Ricci

Columbia Law School Blue Sky Blog

Introduces the "Leopard Paradigm" framework that anchors the later May 21 follow-up.

February 21, 2026

Corporate Disenfranchisement

Christina M. Sautter · with Sergio A. Gramitto Ricci

ECGI Law Working Paper No. 902/2026 · forthcoming 17 U.C. Irvine Law Review (2027)

Develops the "rights–powers gap" framework — the core theoretical apparatus behind the Leopard Paradigm.

February 19, 2026

Corporate Governance and Business & Human Rights

Carliss N. Chatman · with Erika R. George

Submission to the UN Working Group on Business and Human Rights (OHCHR)

Co-authored submission to OHCHR's call for inputs for the 81st-session General Assembly report; argues U.S. state corporate law creates structural misalignment with the UN Guiding Principles.

February 17, 2026

Corporate DEI Hindered By Threats and Probes — Not Rules or Cases

Carliss N. Chatman

Bloomberg Law (Good Counsel) paywall

On the structural-vs-rhetorical drivers of DEI rollback in corporate practice.

January 8, 2026

Tesla's Vote Wasn't About Pay. It Was About Who Really Runs the Company

Shane Goodwin

Fortune (Commentary)

Argues Tesla's 2025 Annual Meeting demonstrated a shareholder rejection of proxy-advisor dominance; investors made independent judgments on the Amended and Restated 2019 Equity Incentive Plan rather than deferring to ISS/Glass Lewis.

January 6, 2026

Texas Corporate Reforms Silence Retail Shareholders — By Design

Christina M. Sautter

Bloomberg Law (Legal Exchange) paywall

Critique of SB 1057 / SB 29 ownership thresholds as structural disenfranchisement of retail shareholders.

2025

Texas, Delaware, and the New Controller Primacy

Christine Hurt

67 Arizona Law Review 693 (2025)

Argues the Tesla DE → TX move, followed by Trade Desk, Meta, TMTG, and others, is establishing a new "controller primacy" doctrine distinct from shareholder primacy.

2025

The Contractarian Joint Venture

Christine Hurt · with Carla L. Reyes

76 Alabama Law Review 741 (2025)

Argues recent Delaware joint-venture case law enables purely-contractual entity structures — a possible risk-mitigation route for DAOs.

2025 (6th ed.)

Lawyering and Ethics for the Business Attorney

Marc I. Steinberg

West Academic Press (6th ed. 2025)

Sixth edition of Steinberg's casebook on attorney ethics and professional responsibility in the business-law context; adds chapters on insider-trading compliance and malpractice avoidance.

2025–26 ed.

Securities Practice: Federal and State Enforcement

Marc I. Steinberg · with Ralph C. Ferrara

Thomson Reuters (annual treatise)

Annual practitioner treatise update covering federal and state securities enforcement.

2025

U.S. Securities and Exchange Commission Enforcement Based on Deficient Disclosure — Practices, Policies, and Insights

Marc I. Steinberg

50 Journal of Corporation Law 943 (2025) · 50th Anniversary Commemorative Issue

Empirical and doctrinal study of SEC enforcement actions involving deficient disclosure practices; examines the gap between the disclosure mandate and actual enforcement posture.

2025

Unflexed Muscle: SEC Enforcement and Officer SOX 302 Certifications

Marc I. Steinberg · with A.B. Steinberg

80 University of Miami Law Review 1 (2025)

Empirical critique of under-enforcement of Sarbanes-Oxley § 302 officer-certification obligations.

December 8, 2025

Teaching Tomorrow's Lawyers to Think About AI Before They Use It

Carliss N. Chatman

Bloomberg Law (Good Counsel) paywall

On AI-in-legal-practice pedagogy; cites State Bar of Texas Ethics Opinion 705.

November 20, 2025

A New Era for Business Litigation: What Lensabl Signals About Texas's Corporate Jurisdiction

Shane Goodwin

SMU Cox Hilltop Forum

Analyzes the Texas Business Court's ruling in Lensabl, Inc. v. RBH SPE One, LLC; argues the court's strict statutory veil-piercing standard under Tex. Bus. Orgs. Code § 21.223 positions Texas as a credible rival to Delaware.

November 13, 2025

Tesla Shareholders Show How Far Law Will Go to Protect the Board

Carliss N. Chatman

Bloomberg Law (Good Counsel) paywall

On the Tornetta sequel and board-protective doctrine; argues Tesla's Texas reincorporation under SB 29 tests how completely states can subordinate shareholders to management.

October 20, 2025

Texas, Delaware, and the New Controller Primacy

Christine Hurt

Columbia Law School Blue Sky Blog

Practitioner-facing companion to the Arizona Law Review article.

October 14, 2025

I Advised Tesla's Special Committee on Elon Musk's Historic Incentive Compensation Package. Most Critics Are Missing the Point

Shane Goodwin

Fortune (Commentary) · attached as Exhibit 6 to Tesla's DEFA14A on EDGAR

First-person commentary from inside the Tesla Special Committee compensation-package process, defending the construct of the proposed Musk performance award as best-in-class governance under Texas law.

July 17, 2025

Corporate Directors and Officers Are "Discretionaries" — Not Fiduciaries

Marc I. Steinberg

Oxford Business Law Blog

International-audience companion to the Harvard Forum post; engages the U.K./Commonwealth fiduciary tradition.

July 10, 2025

Shareholder Democracy Is a Corporate Governance Myth That Won't Die

Christina M. Sautter · with Sergio A. Gramitto Ricci & Daniel J.H. Greenwood

Oxford Business Law Blog

Practitioner-facing condensation of The Shareholder Democracy Lie (78 Fla. L. Rev., forthcoming 2026).

June 30, 2025

Compliance and Reputation in the Era of Interconnected Stakeholders

Christina M. Sautter · with Sergio A. Gramitto Ricci

Columbia Law School Blue Sky Blog

Introduces the "Total Governance" stakeholder-interconnection model.

June 26, 2025

Corporate Director and Officer Liability — "Discretionaries" Not Fiduciaries

Marc I. Steinberg

Harvard Law School Forum on Corporate Governance · Delaware law series

Argues standard fiduciary characterization fails to match the lenient liability standards (BJR, exculpation, gross-negligence threshold) and proposes the neutral substantive term "discretionary."

June 23, 2025

Delaware's SB21 Continues 150 Years of Corporate Power and Regulatory Capture

Christina M. Sautter

ProMarket (Stigler Center, University of Chicago Booth)

Frames Delaware SB21 as the latest cycle of a 150-year regulatory-capture pattern in U.S. corporate-law competition.

June 13, 2025

Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries

Marc I. Steinberg

Oxford University Press (monograph)

First monograph to challenge the fiduciary characterization of corporate directors and officers; analyzes Delaware and Texas statutory amendments as confirming the recharacterization.

June 5, 2025

Justice Jackson Warns Timing Rules Shield Systemic Workplace Bias

Carliss N. Chatman

Bloomberg Law (US Law Week) paywall

Analyzes Justice Jackson's dissent in Nicholson v. W.L. York, Inc. on § 1981 statute-of-limitations doctrine.

May 29, 2025

How Texas Is Rewriting the Rules of Corporate Domiciles

Shane Goodwin

Columbia Law School Blue Sky Blog

Explains SB 29 as Texas's structural answer to the Delaware-DExit question.

May 22, 2025

DEI Rollbacks Create Legal, Governance Risks Under Section 1981

Carliss N. Chatman

Bloomberg Law (US Law Week) paywall

Argues federal contractors abandoning DEI commitments to avoid regulatory scrutiny may expose themselves to § 1981 liability.

Winter 2025

The Texas Two-Step: Rewriting the Rules in the Battle for Corporate Domicile

Shane Goodwin

53 Securities Regulation Law Journal No. 4, art. 1

Traces the NJ → DE corporate-charter migration as historical analogue to the emerging Texas challenge.

Events & convenings

Convening corporate-governance research at SMU.

SMU CGI hosts an annual forum and a Spring conference focused on the intersection of corporate law, capital markets, and empirical research.

Annual forum

Hilltop Forum

SMU Cox's signature annual gathering on corporate governance and capital markets, hosted by Shane Goodwin. Brings together academics, regulators, institutional investors, and corporate practitioners around the year's most pressing governance questions.

Forum & registration →

Spring 2026

SMU Capital Markets Conference

A research conference convening empirical corporate-finance and corporate-governance work in progress, with sessions on state competition, shareholder activism, and the evolving role of proxy advisors.

Details & program →

About

A research initiative on the law and economics of corporate governance.

The SMU Corporate Governance Initiative is a research program based jointly at Southern Methodist University's Cox School of Business and Dedman School of Law. Our work combines empirical methods from finance with doctrinal analysis from corporate law to examine how state corporate-law competition shapes firm decisions, shareholder outcomes, and the broader market for governance.

The Initiative publishes working papers, law-review articles, and shorter pieces in venues such as the Columbia Law School Blue Sky Blog and the Harvard Law School Forum on Corporate Governance. Our datasets and replication kits are open and re-runnable. All research is published under the SMU CGI imprint with full source code, primary citations, and pre-registration discipline.

The Initiative is independent: all interpretations are the authors' own and do not represent the positions of Southern Methodist University or any of its schools.