The argument · Shane Goodwin, Ph.D., LL.M.
Dell Technologies’ Delaware-to-Texas reincorporation goes to a stockholder vote on . ExxonMobil — which won shareholder approval on with support — and Dell chose the same destination with very different menu picks. The contrast is the analytical event. Most coverage credits “Texas” for the divergence; the credit belongs to each board working with its shareholders.
Leg one
Michael Dell and Silver Lake together hold roughly of Dell’s voting power — Class A contributing and Class B — on roughly of the equity. That wedge between votes and value is the dual-class structure doing its work.
The approval standard for the plan of conversion has three prongs: a majority of the voting power present, a majority of the outstanding Class A, and a majority of the outstanding Class B. There is no majority-of-the-minority condition. The controller bloc satisfies all three by itself. The outcome of the meeting is therefore known in advance; the vote ratifies a decision the cap table has already made.
The approval standard
| Prong | Standard | Controller carries? |
|---|---|---|
| 1 | Majority of the voting power present | Yes |
| 2 | Majority of outstanding Class A | Yes (controller holds of votes; Class A 10 votes/share) |
| 3 | Majority of outstanding Class B | Yes |
| — | Majority-of-the-minority | None required |
Leg two
The 2025 Texas Senate bills — SB 29, SB 1057, SB 2411, and SB 2337 — did not impose a uniform regime. They built a menu; Dell’s proxy calls the package “the TBOC Amendments.” Two effects arrive by operation of law (a codified business-judgment rule for exchange-listed corporations and Business Court jurisdiction over internal-entity claims). The consequential provisions are opt-in, and each requires a charter or bylaw choice.
Of the eight elective levers, Dell’s Texas Charter (Annex E) itemizes affirmative elections: a charter-created 3% derivative-standing floor (TBOC §21.552); an express §21.419 business-judgment-rule election; a jury-trial waiver for internal-entity claims; fullest-extent officer and director exculpation; and a Texas Business Court exclusive-forum waterfall. It opts out of §21.606 (the anti-takeover moratorium, mirroring its prior DGCL §203 opt-out), plans the §21.373 shareholder-proposal threshold by post-conversion bylaw, and leaves available the §21.4161 independent-director determination.
ExxonMobil, in the same NJ/DE→TX wave, made zero affirmative elections. Its definitive proxy states the company is not adopting any elective provisions of the Texas corporate statute that weaken shareholder rights as compared to New Jersey law. Adopt little, disclaim clearly, win the vote. Dell’s charter does the opposite: it itemizes.
Read provision by provision, Dell’s elections track the channels that made its 2018 Class V controller transaction expensive — small-stockholder standing (the 3% floor), the litigation forum (the Business Court waterfall), and after-the-fact review of special-committee independence. The package reads less like generic Texas reform and more like a blueprint drawn from Dell’s own litigation file. See the statute for the full lever-by-lever comparison.
Leg three
Same destination, opposite charters — the variable is who controls the charter, not the state. Ownership structure is not destiny: multiple incumbent Texas-incorporated issuers, including Southwest Airlines and Service Corporation International, have adopted 3% derivative-standing thresholds, and the cohort has produced its first retraction (International Bancshares Corporation adopted three elections in August 2025 and removed all three in May 2026 — a board-only round-trip showing the menu admits exit as well as entry).
What predicts depth is litigation memory. Dell is the only company in the current cohort carrying a quantified Delaware controller-transaction settlement history: its December 2018 Class V exchange generated stockholder litigation that settled in 2023 for plus a fee award ( of the fund). See In re Dell Techs. Inc. Class V S’holders Litig., 300 A.3d 679 (Del. Ch. 2023) (revised Aug. 21, 2023), aff’d, No. 349, 2023 (Del. Aug. 14, 2024).
ExxonMobil reassured. Dell itemized. The difference is not a contradiction in the Texas model. It is the model.
See generally Shane Goodwin, The Texas Two-Step: Rewriting the Rules in the Battle for Corporate Domicile, 53 Sec. Reg. L.J. No. 4, art. 1 (Winter 2025); Shane Goodwin, What ExxonMobil’s Proxy Actually Says About the Change of Domicile to Texas, CLS Blue Sky Blog (May 5, 2026).