Texas has recently enacted significant corporate law reforms, positioning itself as a formidable alternative to Delaware for business incorporation. Governor Greg Abbott signed Senate Bill 29 into law on May 14, 2025, introducing measures that enhance corporate governance and litigation protections. These changes are fueling the “Dexit” movement, where companies are reconsidering Delaware as their state of incorporation in favor of Texas.
One of the most notable provisions of Senate Bill 29 is the codification of the Business Judgment Rule in Texas law. This rule provides corporate directors and officers with a rebuttable presumption that they act in good faith, on an informed basis, and in the best interests of the corporation. To challenge this presumption, plaintiffs must prove that the directors or officers engaged in fraud, intentional misconduct, or a knowing violation of the law. This legal framework aims to protect business decision-makers from frivolous lawsuits and provides greater legal certainty for corporate governance.
Enhanced Litigation Protections
The new legislation also introduces measures to limit shareholder derivative lawsuits. Shareholders must now hold at least a 3% stake in a company to initiate such lawsuits, a provision inspired by a Delaware case that invalidated a $50 billion pay package for Tesla CEO Elon Musk. Additionally, the law shields corporate officials from most lawsuits unless there is clear evidence of fraud or illegal activity. These reforms are designed to attract businesses and create job opportunities in Texas.
Establishment of Texas Business Court
In September 2024, Texas established its first Business Court, specializing in corporate governance disputes, derivative actions, and complex commercial transactions. This court aims to provide a more efficient and predictable legal environment for businesses, offering an alternative to Delaware’s Court of Chancery. The creation of this court is part of Texas’s broader strategy to attract companies seeking a more business-friendly legal framework.
The Rise of the “Dexit” Movement
The term “Dexit” has emerged to describe the growing trend of companies reconsidering Delaware as their state of incorporation. This movement gained momentum following a Delaware court ruling that invalidated Elon Musk’s $56 billion Tesla compensation package, prompting Musk to relocate his companies to Texas. Since then, several other companies, including Dropbox and The Trade Desk, have reincorporated in states like Texas and Nevada, citing concerns over Delaware’s legal environment. These developments have led to a shift in the corporate landscape, with Texas positioning itself as a viable alternative to Delaware.
Delaware’s Response
In response to the “Dexit” movement, Delaware enacted Senate Bill 21 in March 2025, aiming to stem the tide of corporate departures. The legislation introduces changes to Title 8 of the Delaware Code, including provisions that grant a safe harbor from liability for certain transactions and relax the definition of board member independence. While these changes are intended to retain companies, critics argue that they may favor corporate insiders over investors.
Implications for Businesses
The ongoing developments in Texas and Delaware have significant implications for businesses. Companies are now evaluating the benefits and drawbacks of incorporating in Texas versus Delaware, considering factors such as legal protections, tax policies, and the overall business environment. Texas’s recent reforms and the establishment of the Business Court have made it an attractive option for companies seeking a more predictable and business-friendly legal framework.
As the “Dexit” movement continues to gain traction, businesses are encouraged to consult with legal and financial advisors to assess the best jurisdiction for their incorporation needs. The evolving corporate landscape underscores the importance of staying informed about legal developments and their potential impact on business operations.
In conclusion, Texas’s strengthened corporate laws and the rise of the “Dexit” movement signify a shift in the corporate landscape, with companies seeking alternatives to Delaware’s legal environment. As businesses navigate these changes, careful consideration of jurisdictional advantages will be crucial in making informed decisions about incorporation.
