Recent vote ExxonMobil shareholder vote · held Wednesday, May 27, 2026 (outcome reporting via Form 8-K Item 5.07) Open ExxonMobil firm page · Read the source package
SMU Cox · Corporate Governance Initiative SMU Cox School of Business · SMU Dedman School of Law

The Reincorporation Index

85 U.S. issuers — predominantly publicly-traded, with a small number of private/pre-IPO rows tracked separately — have completed, voted on, or scheduled a state-of-incorporation change since the Tesla vote (predominantly Delaware-outbound), including a small set of non-Delaware-source counterflow and comparator rows.

A source-linked registry of tracked rows in the canonical matrix — from Tesla’s June 13, 2024 Delaware-to-Texas redomestication through the May 27, 2026 ExxonMobil shareholder vote (APPROVED) — with vote tallies, market value at move, SEC EDGAR filings, and Bluebook 21st citations.

The reincorporation event study — coming soon
Aggregate market value $4.8Tas of 2026-06-17 Core cohort 85 Coverage June 2024 – present

Aggregate is the sum of market_cap_usdmm across the cohort; market-cap snapshot date 2026-06-17; database build date 2026-06-25. LTRPA contributes $0 (merged into Tripadvisor); IOT ($20.4B) and AIEV ($13M) are imputed point-in-time anchors.

Core cohort — firms tracked
Publicly-traded U.S. firms with documented state-of-incorporation changes announced since the Tesla vote (June 13, 2024). Click to open the full 85-firm funnel →
Shareholder-approved
59
Approved by shareholder vote (excludes written consent) · click to filter
Upcoming votes
Within 30 days · click to filter
Rejected
3
Click for TCBI case study
Destinations

unique to_state

Scope note. This index tracks 85 firms that have completed, voted on, or scheduled a U.S. state-of-incorporation change since the June 2024 Tesla vote — predominantly Delaware companies redomiciling to Texas or Nevada, with a small number of counterflows and other destinations kept for comparison. A separate panel of 62 Texas-incumbent firms (incorporated in Texas before June 2024) serves as the within-state control and is not part of the tracked count. The 77-firm panel-B subset used for the event studies will be defined on the event-study page (coming soon).

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Headline market reaction — two flagship event studies

How investors reacted on the day each move was announced and on the day each vote was held.
What this shows. For each event, the red dot is the stock’s actual move on the day, the red band is the range of moves we’d expect by chance, and the gray band is the smallest move this test could reliably detect. Dot inside the bands = the move can’t be distinguished from a normal trading day.

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54 of 77 cohort firms have reached legal effectiveness; the median move takes just 48 days

Four monotone-increasing step lines show how the 77-firm migrator cohort matures: AnnouncedVotedApprovedLegally Effective. The gap between Approved and Effective is the statutory-filing/closing latency.

What you're looking at. Every firm in the tracker travels through four life-cycle stages: (1) the board announces the proposal to shareholders, (2) shareholders vote (or sign written consents), (3) the proposal is approved, and (4) the new state-of-incorporation becomes legally effective after the certificate of conversion is filed.

Why the lines step up over time. Each step represents one more firm reaching that stage. The dark blue line (Announced) leads, and the red line (Effective) trails — that gap is just paperwork latency.

What the dashed vertical markers mean. Those are the 7 legal/policy shocks cited in, or relevant to, the tracked cohort: Tornetta I (Jan 2024), Tesla redomestication (June 2024), SB 29 (May 2025), HB 40 (Sept 2025), Tornetta reversal (Dec 2025), and the ExxonMobil vote (May 2026).

Example. Tesla announced June 13, 2024; voted same day; approved same day; effective same day (the "step" jumps once vertically on the right edge of the Tesla marker).

Construction. For each firm i, four event dates are extracted from EDGAR: announcement_date_iso (first 8-K Item 8.01 / DEF 14A or PRE 14A filing date), vote_date_iso (Item 5.07 disclosed meeting date or written-consent execution date), approval_date_iso (vote_result ∈ {APPROVED, APPROVED_BY_WRITTEN_CONSENT}), and effective_date_iso (charter-conversion certificate filing per e.g. DGCL § 266 or TBOC § 10.108).

Monotonicity invariant. The cumulative count Nt(stage) satisfies announced ≥ voted ≥ approved ≥ effective ∀t by construction. Violations indicate definitional drift (e.g. counting vote_result=SCHEDULED placeholders as "voted"). The build pipeline asserts this invariant pre-deploy; see build_public_firms.py derive_summary().

Selection bias. The Apr '23–Apr '24 plateau reflects the pre-Tornetta baseline (only Tesla announced its move during this window). Post-Tornetta acceleration is consistent with the jurisdictional-competition framework in Bebchuk & Hamdani, Vigorous Race or Leisurely Walk: Reconsidering the Competition Over Corporate Charters, 112 Yale L.J. 553 (2002).

Comparable figure. See Fig. 3 of Daines (2001) 62 J. Fin. Econ. 525 for the Daines/Delaware market-value premium event study using the same cumulative-event-count form.

1
Jun 13, 2024
Tesla → Texas
Tesla shareholders vote to move; opens the post-Tornetta cohort.
2
Sep 01, 2024
Texas Business Court opens
Specialized statewide trial court for complex business disputes.
3
May 14, 2025
Texas overhauls corporate law
S.B. 29 and S.B. 1057 — derivative threshold, proposal threshold, jury waiver, exculpation.
4
May 27, 2026
ExxonMobil approves Texas
S&P 100 anchor; NJ → TX redomestication clears 71.2% over ISS + Glass Lewis opposition.

Drawn from the 77-firm migrator cohort. Conversion %s reflect the strict monotonic-funnel definition (Effective implies Approved). All counts hydrate from public_firms.json; the gap between Approved and Effective is the statutory-filing/closing latency. Funnel stages count firms by date-of-event presence (a recorded Announced, Voted, Approved, or Effective date), which can differ from the vote-result status tallies shown elsewhere on this page.

Timeline events (matches numbered pins on chart)

  1. 1 June 13, 2024 · Tesla shareholders vote to move to Texas The demonstration vote that opened the post-Tornetta cohort.
  2. 2 Sept. 1, 2024 · Texas Business Court opens Specialized statewide trial court for complex business disputes begins operations.
  3. 3 May 14, 2025 · Texas overhauls its corporate law S.B. 29 and S.B. 1057 add governance provisions relevant to public-company redomiciliation analysis.
  4. 4 May 27, 2026 Most recent · ExxonMobil shareholders approve Texas move The S&P 100 anchor event of the cohort; New Jersey → Texas redomestication.
Announced Voted (meeting or written consent) Approved Legally effective
Event markers on the timeline (7)
  • Jan 30, 2024 · Tornetta ITornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) rescinds Musk's 2018 compensation award.
  • June 13, 2024 · Tesla redomesticationForm 8-K (Item 5.07): shareholder approval & same-day Texas effectiveness.
  • Feb 4, 2025 · Maffei v. Palkon — Delaware Supreme Court holds that a “clear-day” board decision to reincorporate (Delaware → Nevada) is reviewed under the business-judgment rule, not entire fairness; reduced exposure to potential future litigation is not a material, non-ratable benefit to a controller. Reverses the Court of Chancery (Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.)).
  • May 14, 2025 · SB 29 signedTBOC fiduciary safe-harbor reforms.
  • Sept 1, 2025 · HB 40 effectiveTexas Business Court jurisdiction expansion.
  • Dec 19, 2025 · Tornetta reversalIn re Tesla Derivative Litig., Nos. 534, 2024; 10, 2025; 11, 2025; 12, 2025 (Del. Dec. 19, 2025) (per curiam): reversal of the rescission remedy; reinstatement of the 2018 plan; $1 nominal damages to plaintiff; fee award reduced directly (no remand) on a quantum meruit basis with a 4× lodestar multiplier (approximately $54.5 million, reduced from $345 million).
  • May 27, 2026 · ExxonMobil shareholder vote — the only S&P 100 issuer in the post-SB 29 redomiciliation cohort as of dataset rev137-spacex-mcap-ipobirth-optionA-2026-06-15 (tear-sheet).

Drawn from the 77-firm migrator cohort as of 2026-06-25. Reconciles to: Approved tile (59 meeting-vote) + Vote Outcomes panel (64 incl. written consent) + Destinations panel (8 jurisdictions). Why the "Announced" line tops out below the 77-firm cohort: a small number of cohort firms (currently 2) carry primary-source verification but no coded announcement-event date; they appear in the registry but not on the announcement step.

Of 51 completed shareholder-meeting votes, 49 passed under their governing legal standards (written-consent approvals tracked separately) — only TCBI (TX, cast-basis) and BURU (NV, DGCL §266 outstanding-basis) failed. A third firm, WFRD, was also rejected, but its failure arose under an Irish scheme-of-arrangement 75%-in-value threshold (Companies Act 2014, Part 9) rather than a US shareholder-meeting cast vote, so it is counted separately and excluded from the 51-vote denominator

Where shareholder votes have landed

What you're looking at. The four bars show every firm in the cohort sorted by what happened at the shareholder vote: Approved, Rejected, Scheduled (not yet voted), or Pending (vote done, awaiting Item 5.07 8-K filing).

Why the numbers must add to the cohort total. Every firm is in exactly one bucket, so Approved + Rejected + Scheduled + Pending = total cohort. If they don't, something is mislabeled.

Example. Texas Capital (TCBI) is in the "Rejected" bar — shareholders voted no on the DE→TX move in April 2026.

Construction. Counts derive from vote_result ∈ {APPROVED, APPROVED_BY_WRITTEN_CONSENT, REJECTED, SCHEDULED, NULL}. The four-bar partition is exhaustive and mutually exclusive across the panel-B mover cohort (panel_b_dexit_mover == 1).

Note on "Approved" definitions. summary.approved includes written-consent rows (DGCL § 228 / TBOC § 6.202); summary.approved_strict excludes them. The KPI tile uses the strict definition for direct shareholder-meeting comparability.

Comparable figure. See Fig. 4 of Listokin, Management Always Wins the Close Ones, 10 Am. L. & Econ. Rev. 159, 169 fig. 4 (2008) (shareholder vote outcomes in charter amendments).

Denominator: 77-firm migrator cohort. LTRPA = COMPARATOR_ONLY (merged into Tripadvisor); retained for audit trail.

Three Texas firms account for the large majority of Texas-bound market value

Tesla ($1.43T), ExxonMobil ($579B), and Dell ($276B) together account for the large majority of Texas-bound market value; the three mega-caps dominate the Texas total, while Nevada attracted the larger number of firms by count, concentrated at smaller market caps. The cohort separates by size: Texas captured the large majority of migrating market value, and Nevada attracted the largest number of migrating firms.

What you're looking at. Where the cohort firms are moving TO. Nevada and Texas dominate; everything else (Cayman, Delaware-counterflow, Florida, Maryland, Indiana, British Columbia) is a handful of edge cases or comparator rows kept for empirical contrast.

Why MERGED is missing. MERGED is a tag for firms that disappeared into a merger before completing the reincorporation (e.g. Liberty TripAdvisor → Tripadvisor); it's an outcome, not a jurisdiction. We count it on the cohort but exclude it from the "destinations" bars.

Example. Coinbase (DE→TX), Datadog (DE→NV), and Tesla (DE→TX) are the three biggest flag-firms in this panel.

Construction. to_state on the panel-B mover cohort, grouped and counted. Non-jurisdictional outcome tags ({MERGED, WITHDRAWN, UNKNOWN}) excluded; destinations_jurisdictional_count excludes them, destinations_count retains for audit-trail.

Why Nevada dominates. Post-2024 Nevada activity reflects NRS 78.138 (business-judgment-rule statutory codification) and broader jurisdictional-competition dynamics empirically mapped in Guhan Subramanian, The Disappearing Delaware Effect, 20 J.L. Econ. & Org. 32 (2004).

Comparable figure. See Tab. 1 of Bebchuk & Cohen (2003) 46 J. Law & Econ. 383 (destination-state distribution of corporate charters).

Texas median approval is 70.0% versus Nevada 85.6% (a 15.6-point gap; 51 disclosed votes)

Three firms failed entirely: TCBI at 45.2% (TX, cast-basis failure), WFRD at 62.05% of votes cast / 55.62% of outstanding (TX, failed the Irish 75%-in-value scheme-of-arrangement threshold) and BURU at 88.7% votes cast (NV, failed DGCL §266 outstanding-basis test). Each dot is one firm; marker colour shows controller tier (navy = controlled, steel = founder/insider-influenced, light blue = widely-held, grey = unknown), diamond = written-consent approval, red X = legal-test failure. Controller status is coded as of each firm’s reincorporation vote/consent record date. BURU is shown twice (ghost at 88.7% cast-basis, red X at 26.2% outstanding-basis equivalent) connected by a dashed line.

Controller-Status Legend
Controlled (>50% voting power or controlled-company exemption)
Founder / insider-influenced (dual-class or ≥15% strategic block)
Widely-held (no controller; passive funds excluded)
Controller status unknown (pending primary-source coding)
Written-consent approval (mechanism)
Failed legal-test outcome
1

Three firms failed — three distinct legal tests.

TCBI failed the cast-basis test below 50%. WFRD won 62.05% of votes cast (55.62% of shares outstanding) but fell short of the Irish scheme-of-arrangement threshold of 75% in value at the Court Meeting. BURU had a high votes-cast result but failed the DGCL §266 outstanding-basis test. The red failure marker overrides location on the x-axis.

2

Why the Nevada median is 15.6 points higher.

In the current coded cohort, the gap is associated with Nevada’s greater concentration of controlled / insider-heavy votes and written-consent approvals (the chart is descriptive; it does not by itself identify a causal effect of destination state). Texas contains more arms-length, contested votes.

3

Texas votes are more contested.

Texas now includes FirstCash at 53.84% (Jun 9, 2026) — the new floor for the cohort — plus Tesla at 63% and ExxonMobil at 71.2%. Nevada’s results cluster more tightly in the 80s–90s, with few observations below the mid-70s.

Source: approval_pct as disclosed in each firm's SEC filing (primary). Rebuilt from the live cohort 2026-06-10 — real firms only; approval basis varies by state and mechanism (outstanding-share vs votes-cast vs written-consent) and is labeled per point. SMU · Corporate Governance Initiative
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The cohort event study — coming soon

A reincorporation event study built to a publishable standard: market-model and Fama–French abnormal returns, matched controls, long-horizon performance, and honest inference. In active development — preview what's coming and check back for the full study.

Preview what's coming

The complete canonical database — 149 firm rows, every one classified

The headline cohort — 77 panel-B analytical rows and $4.8T in aggregate market value — is the most visible slice of a broader database. The full database also includes Texas-incumbent reference firms, counterflow comparators, private/watchlist rows, and outside-scope analytical comparators. Row class is mutually exclusive; chart eligibility is controlled separately.

Reconciliation: 74 + 62 + 4 + 0 + 0 + 1 + 1 + 7 = 149 total firm rows (sums fully hydrated from canonical via data-counter spans).

Headline cohort: 77 = 74 MOVER rows + 3 selected counterflow rows retained for panel-B empirical analysis (NL Industries NJ→DE, YHC NV→DE, CTNT NC→DE). POSC (TX→DE, panel_b=0) and SpaceX (private watchlist) are tracked separately and are NOT counted in the headline. Row class and panel eligibility are separate fields — row_class is mutually exclusive; panel_b_dexit_mover determines inclusion in headline-cohort charts.

Source: summary.by_row_class, summary.panel_b_dexit_mover_count, and summary.panel_a_tx_incumbent_count from the canonical Reincorporation Index database. Full taxonomy definitions will publish with the event study (coming soon). Data version: rev137-spacex-mcap-ipobirth-optionA-2026-06-15 · Last built: 2026-06-25 18:58:01 UTC

Headline cohort registry — 77 movers

This table shows the panel-B mover cohort. The full canonical universe is 149 rows; the Texas-incumbent reference panel is 62 rows. How these denominators differ →

Sorted with the most-imminent upcoming meeting first · then chronologically through future meetings · then past meetings most-recent first · IR = investor relations · EDGAR = SEC filings · ⏰ UPCOMING = vote within 30 days
↗ Click any company name to open its full detail page — vote breakdown (For / Against / Abstain), event-study CARs across multiple specifications, source filings, proxy-advisor recommendations, press coverage, and audit trail. Try Texas Capital — one of the cohort's 3 rejected proposals — for a complete case study.
Announcement Date Meeting / Vote Date Vote / Approval State Company Move Market Cap
as of 2026-06-17
Industry Status Detail Links
† Meeting / Vote Date. Reports the date of the shareholder meeting where the reincorporation was voted on, or the date the vote was certified. For written-consent and private-action firms (no public shareholder meeting), this column shows the effective date — the date the certificate of conversion or domestication was filed with the destination state’s Secretary of State — per the public-disclosure convention used throughout the Index. Private companies (e.g., SpaceX) and pre-IPO conversions (e.g., EquipmentShare) follow this same convention; per-firm pages and audit notes carry the underlying primary source for each value.
Data source. Generated from the canonical reincorporation database (current: rev137-spacex-mcap-ipobirth-optionA-2026-06-15) via the data-export pipeline. The active cohort is the 77-firm panel of publicly-traded U.S. issuers with documented state-of-incorporation changes announced since June 2024 — predominantly Delaware-source moves to Texas or Nevada, plus a small number of counterflows (e.g., NL Industries NJ→DE, LQR House NV→DE) and non-Delaware sources retained for empirical comparability. Bucket classifications, panel eligibility, audit status, effective dates, and primary-source links all flow from the database. The full payload also contains a 62-firm Texas-incumbent universe used as the §21.552 adopter denominator on the Texas page.

Methodology

How we classify each row, the bucket taxonomy (A, B1, B2, C, D, X, Y, Z — see methodology page for full definitions), the source-confidence tiers, and the public-Tracker-vs-research-Panels distinction.

Event study — coming soon  ↗

References & Further Reading

inline source citations across 7 categories (A–G): foundational asset-pricing methods (Sharpe / FFJR / Brown-Warner / Patell / Fama-French / Carhart / Abadie), Delaware corporate-law scholarship (Daines / Subramanian / Bebchuk), Texas reform (SB 29, SB 1057, TBOC, practitioner memos), court opinions (Tornetta, In re Match Group, Maffei v. Palkon), federal securities law, and open data sources.

Open all references  ↗

How to Cite

Bluebook: Shane Goodwin, The Reincorporation Index (rev137-spacex-mcap-ipobirth-optionA-2026-06-15), SMU Corp. Governance Initiative (2026-06-25), https://reincorporation-tracker.pages.dev/ (last visited [date of access]).
APA: Goodwin, S. (2026). The Reincorporation Index (rev137-spacex-mcap-ipobirth-optionA-2026-06-15) [Dataset]. SMU Corporate Governance Initiative. https://reincorporation-tracker.pages.dev/
Dataset (Bluebook): Shane Goodwin, The Reincorporation Index Dataset (rev137-spacex-mcap-ipobirth-optionA-2026-06-15), SMU Corp. Governance Initiative (2026-06-25), https://reincorporation-tracker.pages.dev/public_firms.json (last visited [date of access]).
BibTeX: @misc{goodwin2026reincorptracker, author = {Shane Goodwin}, title = {The Reincorporation Index}, year = {2026}, version = {rev137-spacex-mcap-ipobirth-optionA-2026-06-15}, publisher = {SMU Corporate Governance Initiative}, howpublished = {\url{https://reincorporation-tracker.pages.dev/}}, note = {Accessed [date of access]} }
CRediT contributor disclosure (Casrai/NISO standard): Shane Goodwin: Conceptualization, Methodology, Software, Validation, Formal Analysis, Investigation, Resources, Data Curation, Writing — Original Draft, Writing — Review & Editing, Visualization, Supervision, Project Administration, Funding Acquisition. (AI tool use is disclosed separately in the AI-assistance paragraph below per ICMJE 2024, Nature 2023, and JAMA 2023 guidance, which preclude generative AI as a CRediT contributor or author.) Full contributor history: sgoodwin@smu.edu.

For the underlying database (Excel), the change log, or a CSL-JSON / Zotero export, contact sgoodwin@smu.edu.

Data source. This page reads the canonical reincorporation database (current: rev137-spacex-mcap-ipobirth-optionA-2026-06-15) via the data-export pipeline. The active cohort is the 77-firm panel of publicly-traded U.S. issuers with documented state-of-incorporation changes announced since June 2024 — predominantly Delaware-source moves to Texas or Nevada, plus counterflows and non-Delaware sources retained for empirical comparability. Bucket classifications, panel eligibility, audit status, effective dates, and primary-source links all flow from the database. Event study (coming soon).