SMU Corporate Governance Initiative · Dell DE→TX redomestication brief
Dell Technologies and ExxonMobil are both redomiciling to Texas in the same 2026 wave. They chose the same state and made opposite charter choices — ExxonMobil adopted zero affirmative elective provisions; Dell made affirmative elections out of eight elective TBOC levers. The variable is not the statute. It is who controls the charter.
The thesis, in one line. With Michael Dell and Silver Lake holding of the voting power on roughly of the equity, the vote is an arithmetic identity; the charter is a deliberate menu order; and the statute is permissive, not prescriptive. The market event study refines the thesis — the controller-arithmetic identity carries it.
At a glance
Capital-structure figures are Dell’s, as of (Form 10-Q); the event-study figure is the fully-adjusted disclosure-day abnormal return. Every number on this page binds to a single embedded data block — nothing is hardcoded in prose.
Controller voting power
Class A + Class B
Controller equity share
vote » equity wedge (dual-class)
Affirmative charter elections
of elective TBOC levers
Disclosure-day return (adj.)
pBH = · power-limited null
The three-leg thesis
1
Arithmetic identityMichael Dell and Silver Lake hold of the voting power. The approval standard has three prongs and no majority-of-the-minority; the controller carries all three. The outcome is known before the meeting.
2
Deliberate menu orderOf eight elective TBOC levers, Dell makes affirmative elections, opts out of one (anti-takeover), plans one by bylaw, and leaves one available. ExxonMobil, same wave, made zero.
3
Permissive statuteSame destination, opposite charters. The depth of elections tracks board–shareholder engagement and litigation memory — not cap-table arithmetic, and not anything Texas compels.
Read the brief
The three-leg thesis in full: the identity vote, the itemized charter, the permissive statute.
The Texas menu, lever by lever — Dell’s elections vs. ExxonMobil’s non-adoption.
The event-study summary: a power-limited, neutral null on the clean disclosure day.
The models, placebo battery, cross-section, and power analysis behind the evidence.
Eight stress tests on the disclosure-day return, interactive, with full methodology toggles.
The reviewer package: data, code, manifest, and SHA-256 checksums.