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Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas.
The Texas Stock Exchange (TXSE), based in Dallas, Texas, has received approval from the Securities and Exchange Commission to operate as an exchange, with plans to begin listing shares in 2026.
On July 24, 2025, the two largest U.S. proxy advisory firms—Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”)—each separately filed suit against Texas Attorney General Ken Paxton in the U.S. District Court for the Western District of Texas challenging recently enacted Texas Senate Bill 2337 (“SB 2337”).
V&E Governance & Sustainability Update
As a part of Vinson & Elkins’ Texas Business Court Quarterly Update, the following update summarizes the Texas Business Court opinions—categorized by primary issue—that have been released since September 1, 2024 through the present, including Q1 and Q2 of 2025.
V&E Texas Business Court Quarterly Update
On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public and private companies.
V&E Corporate Governance Update
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes of books and records requests.
V&E Corporate Governance Update
Katherine Frank, Robert Kimball, and Christopher Rowley examine the rising appeal of Texas as a jurisdiction for U.S. corporations, comparing it to Delaware’s established dominance in corporate law.
Published by The Transatlantic Law Journal
The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas.
V&E Corporate Governance Update
Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas legislature’s mandate can help answer key questions.
Published by Bloomberg Law