The statute · first-wave post-SB-29 mover
Dillard's converted with full opt-in access available.
Bottom line. Dillard's converted from Delaware to Texas under DGCL §266 (source-state authorization) and TBOC §10.1085 (Texas receiving statute). The conversion took effect August 31, 2025 — three and a half months after Texas SB 29 (TBOC §§ 21.552–21.554) and SB 1057 (TBOC §21.373) went into force on May 14, 2025. Dillard's Texas charter at the moment of conversion therefore had full access to the elective derivative-standing, shareholder-proposal, and jury-trial-waiver provisions. Whether Dillard's affirmatively opted into each is the load-bearing factual question, pending verification against the firm's current Texas charter and bylaws.
The conversion mechanism: DGCL §266 → TBOC §10.1085
Dillard's used the standard post-Tornetta conversion mechanism, identical to the path used by Tesla (July 2024), ExxonMobil (pending May 2026 vote), and most other DE→TX movers in the cohort. DGCL §266 authorizes the Delaware corporation to convert to a Texas corporation; TBOC §10.1085 receives the converting entity and authorizes its continued existence as a Texas corporation effective at the time stated in the Texas certificate of formation. Dillard's effective date: August 31, 2025 per 8-K accession 0001104659-25-080914.
Post-SB 29 / SB 1057 context — full opt-in access at conversion
Dillard's is the first firm in the SMU CGI cohort to convert after SB 29 and SB 1057 went into force (May 14, 2025). The doctrinal significance: Dillard's Texas charter at the moment of conversion could have affirmatively opted into the elective threshold provisions. Tesla, by contrast, converted on July 2, 2024 — before SB 29 existed; Tesla's charter at conversion could not have opted in to provisions not yet enacted.
The three elective provisions:
- TBOC §21.552(a)(3) — 3% derivative-standing threshold (or $250K market-value alternative). Elective under SB 29.
- TBOC §21.373 — $1M / 6-month shareholder-proposal threshold. Elective under SB 1057.
- TBOC §21.4161 — jury-trial waiver authorization for shareholder-litigation forum-selection clauses.
Dillard's opt-in taxonomy
Pending verification — Dillard's Texas charter / bylaws
Dillard's election status against the elective provisions is pending verification against the firm's current Texas charter and bylaws as filed with the Texas Secretary of State. Verification appears in SOURCES.md under "State corporate law."
| Texas elective provision | Effect on shareholder rights | Dillard's opt-in status |
|---|---|---|
| TBOC §21.552(a)(3) SB 29 derivative-standing threshold | If opted in: 3% voting power required for derivative-suit standing. Default Texas law: no threshold. | [DATA PENDING] |
| TBOC §21.373 SB 1057 shareholder-proposal threshold | If opted in: $1M / 6-month required for proposal access. Default Texas law: no threshold. | [DATA PENDING] |
| TBOC §21.4161 Jury-trial waiver | If opted in: shareholder-litigation forum clauses may waive jury trial. | [DATA PENDING] |
| Exclusive-forum provision | If adopted: shareholder disputes routed to Texas Business Court / state courts. | [DATA PENDING] |
The two-class capital structure
Dillard's has a long-standing two-class capital structure: Class A common (public) and Class B common (Dillard-family-held, super-voting). The Class B structure concentrates voting power within the Dillard family even though family economic stake is moderate (~27.18% aggregate insider). This pre-existed the Texas conversion and continues under Texas law; TBOC §21.157 authorizes multi-class capital structures with differential voting rights. The two-class structure is the operating mechanism of the Dillard-family-control character documented on /coalition.
Texas Business Court jurisdiction
Dillard's post-conversion corporate-governance disputes fall within Texas Business Court (SB 27, eff. September 1, 2024) subject-matter jurisdiction subject to the court's monetary thresholds. The TBC's developing common law is tracked separately under the Texas Business Court vertical of the SMU CGI master site (pending standup).
Primary sources
SEC EDGAR — Dillard's
- Dillard's announcement 8-K (filed July 21, 2025, 20:16 ET, after close) Accession 0001104659-25-069315
- Dillard's DEF 14A (July 29, 2025) Accession 0001104659-25-071253
- Dillard's effective-date 8-K (August 31, 2025) Accession 0001104659-25-080914
State statutes
- Del. Code Ann. tit. 8, §266 — delcode.delaware.gov
- Tex. Bus. Orgs. Code §10.1085 — capitol.texas.gov
- Tex. Bus. Orgs. Code §§ 21.552, 21.373, 21.4161 (post-SB 29 / SB 1057) — capitol.texas.gov
- Tex. S.B. 27 (89th Leg., R.S. 2023, eff. Sept. 1, 2024 — Texas Business Court establishment)
Full Bluebook citations in SOURCES.md.