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Katherine Frank Examines the Shift to Texas in Corporate Reincorporations for FT Agenda

Media Coverage

July 15, 2026 • 1-minute read

Vinson & Elkins Partner Katherine Frank shared insights with FT Agenda on the evolving landscape of corporate reincorporations, including why Texas has overtaken Nevada as the leading alternative to Delaware and what boards should consider as they navigate this decision.

Frank noted that while Nevada had long been the front-runner for companies leaving Delaware, the balance has shifted. “For a while there, Nevada was the clear front runner,” she said. “What I think has been interesting in 2025 and the first part of 2026 is that we are seeing that balance shift a little more to Texas from Nevada.”

Frank also highlighted a key strategic consideration for boards: the option to reincorporate first and subsequently amend bylaws to take advantage of Texas’s optional governance provisions, a sequence she noted some have dubbed the “Texas two-step.” Boards that pursue this approach can obtain shareholder approval for the reincorporation itself, then make further governance adjustments without a separate shareholder vote.

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