Katherine Frank in FT Agenda: Key Issues for Boards Considering Texas Reincorporation

Partner Katherine Frank shared insights with FT Agenda on Texas’ efforts to attract public companies through management-friendly laws, noting that boards weighing reincorporation should consider the appeal of reduced shareholder litigation exposure alongside Delaware’s established legal framework.

She emphasized that Texas’ new thresholds for shareholder proposals and derivative suits, combined with its launch of business courts and a state stock exchange, may draw controller-led companies, even as Delaware continues to dominate IPOs and offers decades of case law.

“Delaware has strong courts. It still gets the majority of IPOs and of public company domiciles,“ Frank said. “It’s not going to change overnight, but there are some companies … whose boards should pause and think about what’s ultimately best for the company and for its shareholders.”

Katherine Frank is a Dallas-based partner focusing on corporate finance and securities law, including capital markets, M&A, and private equity. She advises boards on governance, compliance, and ESG matters and has been recognized by Legal 500 U.S., Super Lawyers, and The Best Lawyers in America© for her work in corporate law.