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

Media Coverage


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.

Read more here.

Katherine Frank is a partner in Vinson & Elkins’ Capital Markets and Mergers & Acquisitions practice. She advises public companies and boards of directors on corporate governance, securities law compliance, capital markets transactions, and strategic transactions, including reincorporations.

About Vinson & Elkins
For more than a century, Vinson & Elkins has provided outstanding client service across important industries that drive the global economy. Built on a strong culture of collaboration across 14 offices worldwide, V&E lawyers are committed to excellence, offering clients decades of legal experience in handling transactions, investments, projects and disputes across the globe. Learn more by visiting www.velaw.com or connect with us on LinkedIn.

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