HEADLINE FINDING · CHART GALLERY · DATA AS OF

Every chart on this page is data-bound to public_firms.json — when a firm moves status, the destination map, vote-approval histogram, and cumulative-pipeline curve all refresh together. No chart caption asserts a number that is not also on disk in the canonical row-by-row file.

Data source: /public_firms.json (curated public schema, revision ). Mappings, color tokens, and chart-as-of date derive from a single build pass; no chart is hand-keyed. MERGED outcomes (e.g. LTRPA → Tripadvisor) are tagged as outcomes, not destination jurisdictions, per event study (coming soon).

SMU Corporate Governance Initiative
Cox · Dedman Law

Where the cohort is going

Three research-grade visualizations of the post-Tornetta reincorporation wave: state-flow distribution, governance-vs-operational split, and the doctrinal-event timeline that opened the migration window. Every count is computed from the canonical public_firms.json at render time — no hardcoded numbers, no static placeholders.

The takeaway. Of the 77 public companies that have left or are leaving Delaware since June 2024, more chose Nevada than Texas — but Texas leads on aggregate market value. Two firms moved the other direction (into Delaware). Most movers are pure-governance plays — headquarters stay put while only the legal home changes; a smaller subset are operationally-aligned movers (mostly Texas-incumbent firms moving from Delaware to Texas) whose HQ already tracks the destination state.

Interactive: where America is incorporated

A live U.S. map of every public company by state of incorporation, with a market-cap slider, an entity-type filter, and Texas highlighted. Drag the size floor and watch Nevada's micro-cap tail empty while Delaware holds. National market-structure context (Capital IQ screen, 5,634 firms) — a different, broader universe than the reincorporation cohort below; labeled as diagnostic, not the index source of record.

Open the interactive map →

Interactive: the reincorporation funnel

Every tracked reincorporation candidate, bucketed three ways — did the move happen, where did it go, and (for Texas movers) who elected the new TBOC §21.552 governance amendment. Every count hydrates from the embedded source list; click any segment for the firms and their EDGAR filings.

Open the funnel →

1. The Delaware-outbound flow

All 77 tracked migrants since June 2024, distributed by destination jurisdiction. Inbound-to-Delaware counterflows (e.g. NL Industries NJ→DE; LQR House NV→DE) are row_class = INBOUND_TO_DE in canonical schema and surface as Delaware destinations below for completeness. The MERGED outcome (LTRPA → Tripadvisor) is tagged as an outcome state, not a destination jurisdiction.

Source state

Delaware

primary DE-outbound movers
Source-state distribution hydrates from by_from_state in public_firms.json: DE dominates; remainder are NJ (e.g. ExxonMobil), MT (United States Antimony), NY (Forward Industries), MI (Universal Logistics), CO (Natural Gas Services), Ireland (Weatherford International), NC (Centene-related), TX, and NV counterflows. Counts refresh when the canonical file changes.
Destination distribution

Where they went

Loading destination distribution from canonical data…

Source: canonical public_firms.json (revision ). Total rows = ; tracked migrant cohort = 77 firms (panel_b_dexit_mover == 1); the remainder are Texas-incumbent, comparator, inactive, watchlist-private, or outside-scope rows. Per BUILD_MANUAL §45 ("no daylight") + the sitewide standing rule on dynamic counters, every count on this page reads from the same canonical aggregation. The MERGED outcome tag is non-jurisdictional and is excluded from destination tallies.

2. Governance vs. operations: when reincorporation is "just" governance

Reincorporation changes the corporate legal home; it does not necessarily move the office. Movers split into two doctrinally distinct populations: operationally-aligned firms whose HQ tracks their new domicile (governance and operations move together), and pure-governance movers whose HQ stays put (the migration is a legal-architecture choice uncoupled from where the company actually works). The second group is the one for which event-study evidence is most informative about governance-only price effects.

Operationally-aligned movers

HQ tracks new state of incorporation

%

Reincorporation moves operations and governance together. Doctrinal signal: governance-only price effect is hard to disentangle from operational-presence effect.

Loading roster from canonical data…
Top firms by market cap from the operationally-aligned subset. Denominator (firms with disclosed HQ data) and roster both hydrate from public_firms.json at render. Marker <!-- HYDRATED:FIRM-PILLS-ALIGNED --> below is the JS injection target.
Pure-governance movers

HQ stays put; only legal home moves

%

The reincorporation decision is uncoupled from operations. Doctrinal signal: cleanest test of governance-only pricing — market reactions here are not contaminated by operating-presence shifts.

Loading roster from canonical data…
Top firms by market cap from the pure-governance subset. Denominator and roster hydrate from public_firms.json at render. Marker <!-- HYDRATED:FIRM-PILLS-PUREGOV --> below is the JS injection target.

Source: public_firms.json (revision ) hq_state field. HQ source: EDGAR submissions API addresses.business.stateOrCountry (triple-sourced + WebSearch-verified for disputed rows). Counts dynamically computed from firm.hq_state == firm.to_state; firms with undisclosed or private HQ are excluded from both percentages.

3. The doctrinal calendar — what opened the window

A short, dense sequence of court decisions and statutory reforms created the conditions for the migration. The ribbon below shows the legal architecture firms are responding to; each card links to the primary source.

2024 · JAN 30
Tornetta v. Musk
Delaware Chancery (Chancellor McCormick) rescinds Tesla's 2018 Musk pay package on entire-fairness grounds. 310 A.3d 430 (Del. Ch. Jan. 30, 2024) →
2024 · JUN 13
Tesla → TX
First post-Tornetta redomestication: Tesla effective Texas. 8-K →
2024 · FEB 20
Palkon v. Maffei
Delaware Court of Chancery (V.C. Laster) dismisses fiduciary-duty challenge to TripAdvisor's DE→NV reincorporation. Palkon v. Maffei, 311 A.3d 255 (Del. Ch. Feb. 20, 2024), 2024 WL 678126; rev'd sub nom. Maffei v. Palkon, No. 125, 2024 (Del. Feb. 4, 2025) (Valihura, J.) (reversing dismissal and reinstating fiduciary-duty claims). CourtListener →
2025 · MAY
Texas SB 29 + SB 1057
Adds TBOC §21.552 (derivative-standing threshold; charter may require plaintiff to hold up to 3% of outstanding shares) and §21.373 (shareholder-proposal ownership threshold of $1M market value or 3% of outstanding shares for electing Texas corporations). SB 29 → · SB 1057 →
2025 · MAY 16
Southwest Airlines adopts §21.552
Southwest Airlines first Tier-1 verified §21.552 adopter — clean single-firm test (no migration confound). 8-K (EDGAR) accession 0000092380-25-000119.
2025 · DEC 19
In re Tesla Derivative Litig.
Delaware Supreme Court reverses Tornetta per curiam; fee award reduced. Nos. 534, 2024; 10, 11, 12, 2025 (Del. Dec. 19, 2025).
2026 · MAR 02
LQR House → DE
First documented Nevada-source counterflow. NV→DE; "greater flexibility under Delaware's well-established corporate laws." 8-K →
2026 · MAR 10 (announced) · MAY 27 (voted)
ExxonMobil → TX
NJ→TX redomestication announced via PRE 14A March 10, 2026; largest issuer in the cohort by market capitalization. Shareholder vote held May 27, 2026 — approved (71.2% For under N.J. majority-of-votes-cast). XOM tear-sheet →
Delaware court / statute Texas statute / migration Nevada / counterflow

Every event traces to a primary source URL (Delaware Courts opinion archive, Texas Legislature bill-lookup, SEC EDGAR). Per BUILD_MANUAL §47, no event card claims may rest on practitioner commentary.

4. Vote-approval distribution — what passes, what fails

Histogram of recorded approval percentages across the cohort. Most reincorporation votes clear by overwhelming margins. The two rejections (TCBI, BURU) failed for different structural reasons — click into the firm pages for the case studies.

Distribution of shareholder approval percentages across the cohort Histogram in 5-percentage-point bins from zero to one hundred percent. Approved votes shown in navy, rejected votes in red. Median and inter-quartile range overlaid. Two named rejections (Texas Capital Bancshares and Nuburu) are labeled as outliers because they failed for distinct structural reasons -- a simple-majority shortfall versus a majority-of-outstanding shortfall.
Approved Rejected Median Inter-quartile range (Q1-Q3)
What the green band and line mean. The thin green line is the median — half of all shareholder-approval percentages landed above it, half below. The shaded green band is the inter-quartile range (Q1 to Q3) — the middle 50% of votes. So if a firm landed inside the band, its approval margin was unremarkable for this cohort; far above means an overwhelming yes, far below (or red) means the vote was tight or failed.
Cross-standard caveat (read this). The percentages on this axis sum a For vote against a denominator that is not the same across firms. Most firms here voted under the destination state's majority-of-votes-cast standard (XOM at 71.2% under N.J. law, abstentions and broker non-votes excluded); others are governed by majority-of-shares-outstanding (DGCL § 266 and equivalents — the standard BURU failed by missing turnout, not by losing on the merits; the standard TCBI failed at 45.2%). Three rows are written-consent transactions that bypassed a shareholder meeting altogether. A future revision splits these into stacked sub-distributions; until then, treat dot position as governing-standard percentage, not a single common denominator. Pending votes are rendered as “Pending” (excluded from histogram) and never as 0%.

Drawn from approval_pct on the 77-firm migrator cohort (mover cohort, not Panel A incumbent count; firms where the figure has been pincite-verified to an 8-K Item 5.07 or DEF 14A; written-consent rows are surfaced separately and not in the histogram). Bin width = 5 percentage points. TCBI failed on a majority-of-votes-cast standard (approximately 45.2%); BURU registered approximately 88% "For" on votes cast but failed the DGCL §266 majority-of-outstanding standard because turnout did not reach the absolute threshold. Sources: TCBI 8-K Item 5.07 (EDGAR) · BURU 8-K Item 5.07 (EDGAR).

HOW WE WORK

Four standing rules behind every number on this page.

The Reincorporation Index is a transparency tracker. The rules below govern what lands in the counts above and what gets cited in the analysis below.

RULE 01

Primary sources only

Every URL targets an EDGAR filing, codified statute, court docket, or SEC release. Practitioner blogs may appear as scholarship cites but not as the doctrinal target of a claim.

RULE 02

Dynamic numbers, single source

Every count is bound to public_firms.json at build. Anything readable on this page that reports a firm count flows from one canonical row-by-row aggregation.

RULE 03

Bluebook 21st citation

Short-form discipline; pin-cites where the page is available; signal-word convention (see, cf., but see) used in the strict Bluebook sense.

RULE 04

Allegation discipline

A complaint is evidence of what a party alleged; an 8-K is evidence of what a party disclosed. Neither is proof that the underlying claim is true.