The Reincorporation Index serves three audiences: scholars who need replication-grade event-study output, practitioners who need a source-status-labeled registry of the 77-firm tracked cohort, and policymakers who need to know whether Texas's company-elected governance provisions are being used. Public counts hydrate from the canonical data files at build time.
77Firms in the tracked cohort
57Approved redomiciliations
8Scheduled redomiciliations
$4.8TAggregate market value
Site map: landing — methodology — cohort event study — visualizations — Texas companies — legal & litigation — references. The ExxonMobil card auto-updates with vote status.
How to use this site
A guide for practitioners and academics to the SMU Corporate Governance Initiative's Reincorporation Index — what's here, who it's for, and where to start.
A · What this site is
The SMU Corporate Governance Initiative's Reincorporation Index documents 77 publicly traded firms that have moved—or in ExxonMobil's case, voted to move—their state of incorporation away from Delaware (or, for a minority of movers, another origin state — New Jersey for ExxonMobil and NL Industries, plus Montana, New York, Colorado, Michigan, North Carolina, Nevada, and Ireland) since the Tornetta v. Musk Chancery ruling of January 30, 2024. The cohort is a calendar window beginning at Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (post-trial opinion rescinding the 2018 Tesla CEO pay package on entire-fairness review), and Texas's statutory reform package: Tex. S.B. 29, S.B. 1057, and H.B. 40, 89th Leg., R.S. (2025) (S.B. 29 signed and effective May 14, 2025; the cohort is a calendar window, not a causal claim). For each firm, the site reports event-study evidence on how the market priced the change; statutory tracking of two distinct Texas company-elected regimes—the derivative-action standing rule under TBOC § 21.552 (S.B. 29; 3% statutory ceiling on the minimum-ownership threshold a corporation's charter or bylaws may require for a stockholder to bring a derivative action), and the shareholder-proposal threshold under § 21.373 (S.B. 1057; $1 million market-value or 3% voting-share threshold for nationally listed corporations); governing-document forum provisions for internal entity claims under TBOC § 2.115; primary-source citations; and selected case studies.
The site is built for practitioners and academics — board members, general counsel, institutional investors, M&A and securities lawyers, governance professionals, corporate-law scholars, and finance researchers — who need to answer real questions about reincorporation decisions, market reactions, and the doctrinal landscape. It is built around data and primary sources, not opinion. The empirical results discipline the policy debate; they do not settle it.
What this site is not: it is not advocacy for or against Delaware, Texas, or any other chartering jurisdiction. It is not an exhaustive catalog of every reincorporation in U.S. history; the cohort is the post-Tornetta wave specifically. It is not a substitute for legal advice on any particular firm's situation. And it does not measure “governance quality” in the abstract — it measures market reactions to governance-law changes, which is one important input among several.
B · Five reader paths
Pick the path that matches your role. Each path lists three steps.
Board member / director
1 Open the Corporate Governance Framework — the classical model, the external ecosystem, and the open question about plaintiffs' counsel.
2 Read the SB 29 / TBOC §21.552 page — what the opt-in 3%-of-outstanding-shares derivative-action standing threshold does, who has adopted it, and the Gusinsky v. Reynolds federal-court enforcement.
3 Open one Tier-1 firm page (Southwest Airlines recommended) to see how the empirical battery applies to a real adoption decision.
General counsel / chief legal officer
1 Open the Legal & litigation page for the Bluebook-cited doctrinal landscape (DGCL, TBOC, key cases, statutory amendments).
2 Cross-reference the event study (coming soon) for the event-study identification strategy and audit-trail.
3 Use the Texas Companies page to identify your firm's peer set and adoption status.
Institutional investor / stewardship lead
1 Start with the Cohort event-study page — pooled BHAR, CTE alpha, TOST equivalence across the full 77-firm tracked cohort (sub-cohort cuts are reported on that page, hydrated from canonical).
2 Drill into one or two firms with high portfolio weight (firm pages have full event-study batteries with ISS/Glass Lewis recommendation context).
3 Use the TX vs NV correction memo to see size-adjusted and controlled-company-conditional results.
Journalist / financial press
1 Start at the dashboard — aggregate market value tracked, firm count, and headline findings.
3 Cite the methodology page or the firm-specific deep-dive in your story; we maintain a Bluebook-format citation guide in §D below.
Academic / scholar
1 Read the Corporate Governance Framework for the theoretical positioning — shareholder primacy versus stakeholder accounts; competing federalism perspectives (Cary, Romano, Bebchuk & Fried, Coffee); and the application of Hirschman’s exit, voice, and loyalty framework (Harvard Univ. Press 1970) to corporate-law mobility.
Four guided examples. Each applies the empirical battery to a single firm and illustrates a distinct source or methodology issue in the Index: Southwest — § 21.552 adoption and federal-court enforcement; Tesla — redomestication vote on a dual standard; Coinbase — written-consent timing; ExxonMobil — New Jersey to Texas vote on a votes-cast denominator.
Southwest Airlines
Texas-domiciled · TBOC §21.552 adopter (May 2025) · Bespoke case study
Southwest Airlines amended its bylaws to require the 3% minimum-ownership threshold for derivative-action standing under TBOC § 21.552 on May 19, 2025 (Form 8-K, Items 3.03 + 5.03 + 9.01), within a week of S.B. 29 taking effect (signed May 14, 2025). Gusinsky v. Reynolds, No. 3:25-cv-01816-K, 2026 WL 747179 (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (dismissing a derivative complaint for failure to meet the § 21.552 minimum-ownership threshold) is the first reported federal-court application of the SB 29 / § 21.552 threshold. The Southwest case study reports a multi-factor BHAR battery (1/3/6/12-month horizons), JETS-augmented sector control, calendar-time portfolio alpha, firm-fixed-effects pairwise BHAR vs. Delta / United / American, and TOST equivalence at ±2%. Across these specifications, abnormal returns are statistically indistinguishable from zero at conventional levels. The analysis is informative for, but does not adjudicate, the May 2026 ISS and Glass Lewis vote-against recommendations.
Texas-domiciled (June 13, 2024 redomestication) · catalyst case (Tornetta, Jan. 30, 2024) · largest reincorporation in the cohort by current market capitalization
Tesla's June 13, 2024 redomestication from Delaware to Texas followed the Court of Chancery's January 2024 post-trial opinion rescinding the 2018 Musk compensation package: Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (rescinding the package on entire-fairness review). The Delaware Supreme Court reversed the rescission remedy on December 19, 2025: In re Tesla, Inc. Derivative Litig., Nos. 534, 2024; 10, 2025; 11, 2025; 12, 2025 (Del. Dec. 19, 2025) (consolidated appeals), holding that total rescission was inappropriate because the parties could not be restored to status quo ante. The Court reinstated the 2018 package, awarded $1 in nominal damages, and reduced the plaintiffs' fee award to a quantum-meruit amount—counsel's lodestar times a four-times multiplier (≈ $54 million, down from the $345 million awarded below) (2025 WL 3689114). The Texas redomestication itself was approved on a dual standard: the Form 8-K reports approximately 63% of outstanding shares (DGCL § 266 outstanding-basis standard) and approximately 84% under the disinterested-shareholder standard. Tesla's firm page reports event studies on three candidate event dates (Jan. 30, Jan. 31, Apr. 17, 2024), the announcement-day reaction, and the post-redomestication market trajectory. Tesla's controller-status disclosure and the association-not-causation banner reflect the controlled-company confound discussed in the TX vs. NV memo.
Delaware-to-Texas, written-consent path (effective Dec. 15, 2025) · T0 sensitivity test case
Coinbase completed its reincorporation from Delaware to Texas effective December 15, 2025, approved by written consent of a majority of outstanding stockholders rather than by an annual-meeting vote (Form PRE 14C filed Nov. 12, 2025, accession 0001679788-25-000218; conversion certificate filed Dec. 15, 2025, Form 8-K accession 0001679788-25-000247). The written-consent path raises a distinct identification challenge: when is the “event date”—the consent date, the disclosure date, or the effective date? Coinbase's firm page reports T0 sensitivity across all three candidates and shows that the empirical results are robust to the choice. Coinbase also illustrates governing-document forum provisions (per TBOC § 2.115) and arbitration provisions in the broader exit-from-Delaware governance toolkit.
NJ → TX redomiciliation · shareholders approved May 27, 2026 (vote-tally and announcement date hydrate from canonical)
ExxonMobil's board recommended in its preliminary proxy (PRE 14A, filed March 10, 2026) that shareholders approve reincorporation from New Jersey to Texas at the May 27, 2026 annual meeting. Shareholders approved the move on May 27, 2026 (Form 8-K Item 5.07, accession 0000034088-26-000078, filed May 29, 2026) over ISS and Glass Lewis “against” recommendations (NJ-law denominator: majority of votes cast on the proposal; abstentions and broker non-votes excluded; see N.J.S.A. § 14A:10-3(2) (plan-of-merger voting standard) and the broader rule on votes-cast denominators at § 14A:5-12). By aggregate market value it is the largest reincorporation announced in 2026 in the dataset; Tesla's June 2024 redomestication remains the largest in the cohort by current market capitalization. ExxonMobil's proxy does not affirmatively opt in to TBOC § 21.552 (derivative-action standing) or § 21.373 (shareholder-proposal threshold); whether the Texas charter will affirmatively adopt those provisions remains an open question. ExxonMobil's firm page reports event-study results across multiple specifications, including synthetic-control, oil-augmented factor, matched-pair, and Bayesian variants. Across those specifications, announcement-day abnormal returns are statistically indistinguishable from zero at conventional levels; the analysis is informative for, but does not adjudicate, claims of market-priced “disenfranchisement” or governance-discount effects. The disenfranchisement thesis itself, which is a structural-enfranchisement argument rather than a contemporaneous market-reaction claim, is developed in Sergio Alberto Gramitto Ricci & Christina M. Sautter, Corporate Disenfranchisement (forthcoming UC Irvine L. Rev.); co-author Christina M. Sautter is Associate Dean for Research and Professor of Law at SMU Dedman School of Law. The ExxonMobil page pairs the firm-specific empirical work with the published companion doctrinal piece by Shane Goodwin, What ExxonMobil's Proxy Actually Says About the Change of Domicile to Texas, CLS Blue Sky Blog (May 5, 2026), which engages the Gramitto Ricci & Sautter framework directly under Goodwin's scholarly byline.
Size-adjusted comparisons + controlled-company confound; addresses the cross-jurisdictional identification challenge.
Firm pages (61 in /firms/, derived from the 77-firm tracked cohort plus the Panel A TX-incumbent reference set; some firms share consolidated pages)
Live event-study battery for each cohort firm; multi-factor BHAR with sector ETF, CTE alpha, firm-FE pairwise, TOST equivalence.
How to cite
Recommended citation format (Bluebook 21st, R.18.2.2):
SMU Corp. Governance Initiative, The Reincorporation Index, https://reincorporation-tracker.pages.dev (last visited June 23, 2026).
For an ExxonMobil-style firm page:
SMU Corp. Governance Initiative, ExxonMobil Corp. Event-Study Analysis, The Reincorporation Index, https://reincorporation-tracker.pages.dev/firms/XOM.html (last visited June 23, 2026).
For the cohort-wide analysis:
Shane Goodwin, Cohort Event-Study Evidence on Post-Tornetta Reincorporation, SMU Corp. Governance Initiative Reincorporation Index, https://reincorporation-tracker.pages.dev/cohort_event_study.html (last visited June 23, 2026).
Contact and feedback
The site is actively maintained. Errors, missing firms, citation omissions, and methodological suggestions are all welcome.
Project lead: Shane Goodwin, PhD — Executive Director, SMU Corporate Governance Initiative; Professor of Practice in Finance, SMU Cox School of Business; Adjunct Professor, SMU Dedman School of Law Email:sgoodwin@smu.edu Institutional home: SMU Cox School of Business
For pre-publication versions of forthcoming articles, email the project lead directly.