MercadoLibre is leaving Delaware, not entering an unfamiliar regime.

The conversion mechanism: DGCL §266 → TBOC §10.1085

MercadoLibre used Delaware's conversion authorization (DGCL §266) rather than the merger-with-subsidiary mechanism more common in pre-2018 redomiciliations. DGCL §266 permits a Delaware corporation to convert to another form of legal entity or to a foreign jurisdiction's corporate form, subject to majority shareholder approval and certificate-of-conversion filing in Delaware. TBOC §10.1085 is Texas's receiving statute; it authorizes the converting entity to continue as a Texas corporation effective at the time stated in the Texas certificate of formation. The 8-K cover-page state change (SEC accession 0001999371-25-007474) is the public record of the effective date.

MercadoLibre's mechanism is identical to the conversion mechanism used by most firms in the post-SB-29 DE→TX cohort (documented in the SB 29 tracker). The mechanism does not waive Delaware fiduciary-duty claims that arose pre-conversion; Tornetta v. Musk's rescission of the 2018 compensation package remains a Delaware judgment, post-conversion. What changes is the forum and the governing law for future corporate-governance disputes.

Texas SB 29 (2025) and SB 1057 (2025) — the post-MercadoLibre statutory landscape

Texas enacted two statutes in May 2025 that materially altered the post-redomiciliation governance landscape:

• Senate Bill 29 (eff. May 14, 2025; codified at TBOC §§ 21.552–21.554) authorizes Texas-domiciled corporations to elect a 3% (of voting power or, in the alternative, $250,000 market-value) ownership threshold for derivative-suit standing. The provision is elective: the threshold applies only if the corporation's charter or bylaws affirmatively adopt it. Default Texas law (pre-SB 29) imposed no minimum ownership threshold for derivative standing.
• Senate Bill 1057 (eff. May 14, 2025; codified at TBOC §21.373 and related sections) authorizes Texas-domiciled corporations to elect a $1,000,000 / six-month ownership threshold for shareholder-proposal access under proxy rules analogous to Rule 14a-8. The provision is similarly elective; default Texas law imposed no minimum ownership threshold for proposal access.
• TBOC §21.4161 (independent of SB 29 / SB 1057) authorizes corporations to require jury-trial waivers in shareholder-litigation forum-selection clauses. The provision is similarly elective.

Critical doctrinal point: MercadoLibre's conversion took effect 2025-06-10 — before SB 29 and SB 1057 were enacted. MercadoLibre's Texas charter at the time of conversion could not have opted into provisions that did not yet exist as Texas law. Whether MercadoLibre has subsequently amended its Texas charter or bylaws to opt into SB 29 / SB 1057 / §21.4161 is a separate factual question requiring verification against MercadoLibre's Texas charter and bylaws as currently in force. Pending that verification, the opt-in taxonomy below carries [DATA PENDING] placeholders.

MercadoLibre's opt-in taxonomy under SB 29 / SB 1057 / §21.4161

Texas elective provision	Effect on shareholder rights	MercadoLibre opt-in status
TBOC §21.552(a)(3) SB 29 derivative-standing threshold	If opted in: 3% voting power (or $250K market-value alternative) required for derivative-suit standing. Default Texas law: no threshold.	[DATA PENDING]
TBOC §21.373 SB 1057 shareholder-proposal threshold	If opted in: $1M market value / 6-month holding required for proposal access. Default Texas law: no threshold.	[DATA PENDING]
TBOC §21.4161 Jury-trial waiver	If opted in: shareholder-litigation forum-selection clauses may include jury-trial waivers. Default Texas law: no such authorization.	[DATA PENDING]
Exclusive-forum provision TBOC-compatible forum-selection	If adopted: MercadoLibre-shareholder corporate-law disputes routed to Texas Business Court or Texas state courts. Default Texas law: permitted but not required.	[DATA PENDING]

The post-SB-29 doctrinal context

Three doctrinal questions arise from this sequence:

1. Did the redomiciliation moot or impair pre-conversion Delaware claims? The Chancery's Tornetta judgment survives the conversion; rescission of the 2018 package is final as a matter of Delaware law. Post-conversion, claims rooted in Texas governance accrue under Texas law, but pre-conversion Delaware claims remain governed by Delaware fiduciary-duty doctrine.
2. Does the post-conversion re-ratification of the 2018 package cure the Tornetta defect? This is the principal legal question the post-SB-29 MercadoLibre litigation continues to address. The [DATA PENDING] stockholder vote re-ratified the 2018 plan under Texas governance; whether that vote validly cures the Delaware fiduciary-duty defect identified in Tornetta is contested in Chancery's ongoing remedy proceedings.
3. What does the redomiciliation signal about MercadoLibre's prospective exposure to derivative-suit risk? Pending verification of MercadoLibre's Texas opt-in elections under SB 29 / SB 1057, the prospective exposure profile is undetermined. If MercadoLibre has opted into the 3% derivative threshold, the coalition arithmetic on the /coalition page becomes load-bearing; if MercadoLibre has not opted in, default Texas law (no threshold) governs.

The "is Texas a weaker shareholder-rights regime?" question

Critics frame redomiciliation to Texas as forum-shopping to escape Delaware shareholder protections; defenders frame it as a move to a regime where corporate-law adjudication is faster, more predictable, and more deferential to good-faith board decisions. Both framings have factual content; the empirical question is whether Texas law's defaults are stronger or weaker than Delaware's, and whether elective opt-ins are deployed to strengthen or weaken those defaults.

Default Texas law before SB 29 / SB 1057 was, in most respects, more protective of derivative-suit access than Delaware's: no minimum ownership threshold, no business-purpose limitation, no security-for-expenses bond regime analogous to New Jersey's. SB 29 and SB 1057 introduced opt-in mechanisms that can weaken those defaults for firms that elect them. MercadoLibre's election status under those provisions is the load-bearing factual question, pending the verification noted above.

The cross-firm cohort comparator (the 20-firm SB-29-era-mover set; see /sb29) addresses the empirical version of this question: given the post-SB 29 elective architecture, do firms that redomicile to Texas opt into the shareholder-rights-weakening provisions at higher or lower rates than would have been expected? The /evidence page reports the per-firm Day-0 abnormal-return tests against the cohort.

Texas Business Court jurisdiction over MercadoLibre's post-conversion disputes

Texas SB 27 (eff. September 1, 2024) established the Texas Business Court as a specialized commercial-disputes forum. MercadoLibre's post-conversion corporate-governance disputes — particularly disputes implicating TBOC §§ 21.001 through 21.802 — fall within the court's subject-matter jurisdiction if the dispute meets the court's monetary thresholds (currently $5M for two-party disputes; lower thresholds for certain dispute classes). The Texas Business Court's developing common law is tracked separately under the Texas Business Court vertical of the SMU CGI master site (pending standup).

Whether the Texas Business Court becomes a meaningful alternative to Delaware Chancery for high-stakes corporate-governance disputes is an open empirical question. The court launched September 2024; its first-year docket and opinion-output volume are tracked in the SMU CGI Texas Business Court vertical. MercadoLibre's post-conversion governance disputes — if any reach the docket — will be of unique interest given the firm's size, [DATA PENDING — verify against most recent 13D/G + Beneficial Ownership] structure, and the precedential weight of the Tornetta judgment.

Primary sources

Full Bluebook-format citations in SOURCES.md. [VERIFY] tags mark entries pending independent verification.