{"id":444252,"date":"2026-09-22T17:58:21","date_gmt":"2026-09-22T17:58:21","guid":{"rendered":"https:\/\/www.newsbeep.com\/us-tx\/444252\/"},"modified":"2026-09-22T17:58:21","modified_gmt":"2026-09-22T17:58:21","slug":"smu-expert-tracks-texas-reincorporation-wave","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/us-tx\/444252\/","title":{"rendered":"SMU Expert Tracks Texas Reincorporation Wave"},"content":{"rendered":"

\"Texas<\/p>\n

Roughly 70% of Texas-based public companies are incorporated in Delaware, but that is starting to change. [Photo: Adobe Stock]<\/p>\n

Publicly traded Dallas-Fort Worth companies like Texas Pacific Land, USA Compression Partners and FirstCash Holdings recently took action to shift their legal homes from Delaware to Texas.<\/p>\n

Yet roughly 70% of Texas-based public companies whose stock trades on major exchanges remain incorporated in Delaware, said Southern Methodist University reincorporation expert Shane Goodwin. These include DFW-based corporate heavyweights AT&T, Caterpillar, McKesson and Texas Instruments.<\/p>\n

\u201cEvery one of those companies is currently agreeing to have any dispute over its own governance decided 1,500 miles away by a court that doesn\u2019t know Texas,\u201d Goodwin told Dallas Innovates. \u201cHaving it adjudicated in your own backyard is a natural fit.\u201d<\/p>\n

Because the Lone Star State has made itself increasingly attractive for incorporations, Goodwin said he expects more Texas-based companies to reincorporate at home. At the same time, North Texas stands to benefit from the corporate exodus from Delaware, he said.<\/p>\n

Goodwin, executive director of the SMU Corporate Governance Initiative and a professor of finance, created an online index<\/a> that tracks reincorporation activity. The index shows that Delaware, the nation\u2019s second-smallest state by area, faces a threat to its incorporation crown from Texas, the second-largest state.<\/p>\n

Texas\u2019 reincorporation allure<\/p>\n

Four factors make Texas an appealing state for incorporation, Goodwin said.<\/p>\n

The first factor: cost.<\/p>\n

Delaware charges a public company up to $250,000 a year just to hold a corporate charter, Goodwin said. Texas charges nothing to do that. Based on this metric, companies that hightailed it from Delaware to Texas saved roughly $250 million, he said.<\/p>\n

Goodwin\u2019s Reincorporation Index features a calculator<\/a> that helps companies do the reincorporation math.<\/p>\n

The second factor involves a change made last year to Texas law<\/a>.<\/p>\n

The change folded the so-called \u201cbusiness judgment rule\u201d into an existing statute. Now, Goodwin said, members of a company\u2019s board know \u201cin advance the standard a court will apply to its decisions rather than waiting to find out how a judge feels about it.\u201d<\/p>\n

The third factor: establishment of the Texas Business Court<\/a> in 2024. The trial court resolves certain complex business disputes.<\/p>\n

The fourth and final factor: Plaintiffs\u2019 lawyers are \u201cextremely active\u201d in Delaware, Goodwin said. This results in a slew of lawsuits that Delaware-incorporated companies must fight.<\/p>\n

\u201cPublic companies there get sued constantly, and a lot of those suits exist because the fee structure rewards filing them,\u201d Goodwin said. \u201cWe just don\u2019t have that level of litigation in Texas<\/a>, and we don\u2019t expect to.\u201d<\/p>\n

Given Texas\u2019 incorporation advantages, Goodwin envisions more companies without operations in the state choosing to incorporate here. \u201cI expect that to be the bigger story over the next few years,\u201d he said.<\/p>\n

\u201cThe real story of 2026 may not be of a mass corporate migration, but of a marketplace waking up to the fact that it has meaningful options as different states consider how best to address the relative rights and obligations of companies, boards, managers and stockholders,\u201d Houston-based law firm Vinson & Elkins said in an article published in March on its website.<\/p>\n

Corporate migration\u2019s impact on North Texas<\/p>\n

So, how might North Texas benefit from the corporate migration?<\/p>\n

Goodwin said incorporating in Texas reduces such expenses as charter and legal fees.<\/p>\n

\u201cThat matters most for the companies that are still deciding where to go public and where to grow, and North Texas has a lot of those,\u201d he said. \u201cWhen the legal infrastructure and the headquarters are in the same place, that\u2019s one less reason to be anywhere else.\u201d<\/p>\n

Furthermore, the professional services sector in North Texas stands to gain from the Delaware-to-Texas shuffle, Goodwin said. This includes law firms, accounting firms and advisory firms.<\/p>\n

Particularly due to the presence of the Texas Business Court, whose first and eighth divisions sit in North Texas, lawyers in Dallas-Fort Worth can now better handle corporate matters, he said.<\/p>\n

Historically, Delaware attorneys have grabbed a big chunk of that work thanks to the state\u2019s traditionally solid status as the incorporation capital.<\/p>\n

Last year, nearly 335,000 business entities were formed in Delaware, up more than 15% from 2024. In its 2025 annual report, the Delaware Division of Corporations said the state \u201coffers the most predictable and business-focused legal home in the world,\u201d attracting more than two-thirds of Fortune 500 companies.<\/p>\n

The genesis of the Reincorporation Index<\/p>\n

Goodwin said he created the Reincorporation Index for one simple reason: No one was \u201ckeeping score\u201d of reincorporation activity.<\/p>\n

\u201cCompanies were announcing moves one at a time, and there was no place that tracked all of them, with the filings, the vote tallies and the market reaction in one spot,\u201d he said.<\/p>\n

The index\u2019s data dates back to the 2024 vote by Austin-based Tesla to move its incorporation from Delaware to Texas. That \u201cis really when the wave began,\u201d Goodwin said.<\/p>\n

The free-to-access index entered public beta mode in August. The index updates automatically based on filings with the U.S. Securities and Exchange Commission, Goodwin said.<\/p>\n

\tR E A D\u00a0\u00a0 N E X T\t<\/p>\n

\t\"the<\/a><\/p>\n

The awards program spotlights visionaries, early adopters and trailblazers who are propelling innovation and shaping the future of North Texas tech.<\/p>\n

\t\"Apply<\/a><\/p>\n

You’ll find deadlines coming up for a new accelerator program; and many more opportunities.<\/p>\n

\t\"\"<\/a><\/p>\n

Dallas-Fort Worth ranked No. 8 for patent activity out of 250 metros for the week of July 14 with a total of 177 patents granted.<\/p>\n

\t\"\"<\/a><\/p>\n

The U.S. Department of Energy awarded the money to SMU researcher Saeed Salehi for development of what is thought to be the world\u2019s first synthetic mine inside an advanced drilling and sensing test facility.<\/p>\n

\t\"figure<\/a><\/p>\n

Dallas-Fort Worth ranked No. 9 among 250 U.S. metros in patent production for the week of Aug. 11, with 135 patents granted to inventors and companies across the region.<\/p>\n

\t\"\"<\/a><\/p>\n

Leaders from TRA, IBM, ORCA Computing and IonQ will gather in Dallas for an interactive discussion on the business applications of quantum technologies.<\/p>\n

\t\"radio<\/a><\/p>\n

Dallas-Fort Worth logged 174 patents the week of Aug. 18, with McKinney\u2019s Traxxas L.P. anchoring the region\u2019s design output through five new grants and the three most prolific inventors in DFW.<\/p>\n

\t\"\"<\/a><\/p>\n

Dallas-Fort Worth ranked No. 10 for patent activity out of 250 metros for the week of July 21 with a total of 109 patents granted.<\/p>\n

\t\"slides\"<\/a><\/p>\n

Dallas-Fort Worth ranked No. 8 nationally with 177 patents the week of Aug. 25. Two of those went to Michael Browning Jr., who received design patents for two types of slides used at Urban Air locations.<\/p>\n

\t\"\"\/<\/a><\/p>\n

By combining Flytrex\u2019s drone fleet with Nash\u2019s orchestration system, the companies can route customer orders to the fastest, most reliable way to fill them. Drones take the lead for most orders, and Nash\u2019s on-demand couriers carry the rest.<\/p>\n","protected":false},"excerpt":{"rendered":"Roughly 70% of Texas-based public companies are incorporated in Delaware, but that is starting to change. [Photo: Adobe…\n","protected":false},"author":2,"featured_media":444253,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[9],"tags":[102,104,103,153379,153380,15750,153381,31494,27344],"class_list":["post-444252","post","type-post","status-publish","format-standard","has-post-thumbnail","category-dallas","tag-dallas","tag-dallas-headlines","tag-dallas-news","tag-reincorporation-index","tag-shane-goodwin","tag-smu","tag-smu-corporate-governance-initiative","tag-smu-cox-school-of-business","tag-texas-business-court"],"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts\/444252","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/comments?post=444252"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts\/444252\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/media\/444253"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/media?parent=444252"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/categories?post=444252"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/tags?post=444252"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}