How to use this site
A guide for practitioners and academics to the SMU Corporate Governance Initiative's Reincorporation Tracker — what's here, who it's for, and where to start.
A · What this site is
The SMU Corporate Governance Initiative's Reincorporation Tracker documents 49 publicly traded firms that have moved — or, in ExxonMobil's case, are scheduled to move pending the May 27, 2026 shareholder vote — their state of incorporation away from Delaware (or, for ExxonMobil, New Jersey) following the Tornetta v. Musk opinion (Del. Ch. 2024) and the Texas Senate Bill 29 reforms (effective May 14, 2025). For each firm, the site reports event-study evidence on how the market priced the change, statutory tracking of derivative-suit standing thresholds (TBOC §21.552, §21.373) and exclusive-forum bylaws, primary-source citations, and bespoke deep-dives for the highest-impact cases.
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 is three clicks.
Board member / director
1 Open the
Corporate Governance Framework — the classical model, the external ecosystem, and the open question about contingency-fee plaintiffs' firms.
2 Read the
SB 29 / TBOC §21.552 page — what the opt-in 3% derivative-suit floor 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
Methodology page for the event-study identification strategy and audit-trail.
Institutional investor / stewardship lead
2 Drill into one or two firms with high portfolio weight (firm pages have full event-study batteries with ISS/Glass Lewis recommendation context).
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 vs. stakeholder, Coffee/Romano vs. Bebchuk/Fried, Hirschman exit/voice/loyalty extended to corporate-law mobility).
C · Four worked examples
The reincorporation question is abstract; these cases make it concrete. Each is a fully-developed application of the framework on this site.
LUVSouthwest Airlines
Texas-domiciled · TBOC §21.552 adopter (May 2025) · Bespoke gold-standard case study
Southwest Airlines adopted the 3% derivative-suit ownership threshold under TBOC §21.552 in May 2025, two days after Texas SB 29 took effect. Gusinsky v. Reynolds (N.D. Tex. Mar. 17, 2026) dismissed a 100-share derivative complaint with prejudice — the first federal-court enforcement of an SB 29 / §21.552 bylaw. Our Southwest case study includes a full 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%. The market did not price a governance discount; the analysis is built to support the directional defense in the May 2026 ISS / Glass Lewis vote-against recommendation.
TSLATesla
Texas-domiciled (June 2024 reincorporation) · Tornetta-driven catalyst · Most-cited reincorporation
Tesla's June 2024 reincorporation from Delaware to Texas, in the wake of Chancery's January 2024 rescission of the 2018 Musk compensation package, became the political catalyst for the entire DExit cohort. The Delaware Supreme Court reversed Chancery's rescission on December 19, 2025, holding that total rescission was inappropriate because it left the CEO uncompensated for years of service. 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-reincorporation market trajectory. The TSLA controller-status disclosure and the association-not-causation banner reflect the controlled-company confound flagged in our TX vs NV memo.
COINCoinbase
Delaware-to-Texas, written-consent path (effective Dec. 15, 2025) · T0 sensitivity test case
Coinbase Global, Inc. completed its reincorporation from Delaware to Texas effective December 15, 2025, taking the written-consent path rather than a shareholder vote (DEF 14C filed Nov. 24, 2025, accession 0001679788-25-000218; conversion certificate filed Dec. 15, 2025, 8-K accession 0001679788-25-000247). This raises a different identification challenge: when is the “event date” for a written-consent reincorporation — the consent date, the disclosure date, or the effective date? The COIN firm page reports T0 sensitivity across all three candidates and shows that the empirical results are robust to the choice. Coinbase also illustrates the role of exclusive-forum and arbitration provisions in the broader DExit toolkit.
XOMExxonMobil Forthcoming Columbia Law Blue Sky
Pending NJ→TX redomiciliation (announced Mar. 10, 2026; shareholder vote May 27, 2026) · ISS recommendation context
ExxonMobil's board unanimously recommended on March 10, 2026 that shareholders approve reincorporation from New Jersey to Texas at the May 27, 2026 annual meeting (PRE 14A accession 0001193125-26-098908). If approved, the move would be the largest by market capitalization in the post-Tornetta cohort by a wide margin. The ExxonMobil proxy does not opt in to TBOC §21.552 or §21.373; whether the Texas charter will affirmatively adopt those provisions remains an open question. The XOM firm page combines the standard event-study battery with bespoke synthetic-control, oil-augmented factor, matched-pair, and Bayesian specifications — the most rigorously stress-tested single-firm result on the site. The evidence supports a directional defense of the reincorporation against the “disenfranchisement” thesis advanced by some critics. A companion doctrinal article applying the framework on this site to the ExxonMobil case is forthcoming on the Columbia Law School Blue Sky Blog in the week of May 4, 2026; the pre-publication draft is shareable on request. The XOM page is the most fully-worked example the project has produced — it pairs the firm-specific empirical work with the upcoming doctrinal piece and the SMU CGI coalition-math workbook (1,130 institutional positions covering 95.6% of outstanding).
D · Site map, citation guide, and contact
Site map
| Page | What it does |
|---|
| Dashboard |
Aggregate metrics (firm count, market value tracked, voting calendar). Entry point for first-time visitors. |
| Methodology |
Event-study identification strategy, factor-model specifications, robustness battery, and replication kit on the XOM firm page. |
| Cohort event study |
Pooled cohort-wide BHAR, CTE alpha, TOST equivalence; nine-firm forest plots; subset analyses. |
| Texas companies |
Texas-domiciled adopter roster with TBOC §21.552 / §21.373 status, peer comparisons. |
| SB 29 / §21.552 |
Statutory text, opt-in mechanics, coalition-math (institutional aggregation under the 3% threshold), Gusinsky case status. |
| LUV §21.552 case study |
Bespoke deep-dive on Southwest Airlines: full event-study battery with airline-industry sector control, ISS/Glass Lewis defense framing. |
| Corporate Governance Framework |
Classical model, external ecosystem diagram, shareholder primacy vs stakeholder theory, demand-futility mechanics, the open question. |
| Corporate Law History |
Eight-phase doctrinal history with Bluebook footnotes (1855 through 2026 SB 29 / SB 21). |
| Legal & litigation |
Doctrinal landscape, key cases, statutory amendments, litigation-overhang context. |
| References |
Indexed bibliography (~40 scholarly + practitioner sources), eight-phase chronology. |
| TX vs NV correction memo |
Size-adjusted comparisons + controlled-company confound; addresses the cross-jurisdictional identification challenge. |
Firm pages (116 total, in /firms/) |
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):
SMU Corporate Governance Initiative, Reincorporation Tracker, https://reincorporation-tracker.netlify.app (last visited [date]).
For a specific firm page:
SMU Corporate Governance Initiative, [Firm Name] Event-Study Analysis, Reincorporation Tracker, https://reincorporation-tracker.netlify.app/firms/[TICKER].html (last visited [date]).
For the cohort-wide analysis:
Shane Goodwin, Cohort Event-Study Evidence on Post-Tornetta Reincorporation, SMU Corporate Governance Initiative Reincorporation Tracker, https://reincorporation-tracker.netlify.app/cohort_event_study.html (last visited [date]).
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 (including the ExxonMobil Columbia Law Blue Sky piece), email the project lead directly.