The statute · the Texas menu
Texas did not impose a uniform regime; it built a menu. 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. Dell makes affirmative elections of the eight; ExxonMobil made zero.
By operation of law
Applies automatically to corporations with voting shares listed on a national securities exchange (and to others that elect in). Dell, exchange-listed, is covered by default and makes an express §21.419 election in Annex E.
Jurisdiction over internal-entity claims, paired with Tex. Gov’t Code §25A.004(d) venue. Dell layers an affirmative exclusive-forum waterfall on top (Art. XIII).
The two filings, side by side
Each row cites the operative TBOC section. Dell’s elections are itemized in its Texas Charter, Annex E (and, for §21.373, by board-intended bylaw). ExxonMobil’s posture is blanket non-adoption.
| Elective lever | Dell (DE→TX) | ExxonMobil (NJ→TX) |
|---|---|---|
| 1 · §21.552 derivative-standing 3% floor | Elects charter-created 3% of outstanding (Art. XVI) | Declined |
| 2 · §21.419 business-judgment-rule election | Elects affirmatively (Art. X) | By default (exchange-listed); not separately elected |
| 3 · §2.115 jury-trial waiver | Elects for internal-entity claims (Art. XIV) | Declined |
| 4 · Officer + director exculpation (SB 2411) | Elects fullest extent permitted by the TBOC (Art. X) | Limited baseline; no affirmative expansion |
| 5 · Exclusive-forum waterfall | Elects Business Court → 3rd BC Div. → W.D. Tex. → Travis Cty. (Art. XIII) | Texas-courts clause only |
| 6 · §21.606 anti-takeover moratorium | Opts out (Art. XV; mirrors prior DGCL §203 opt-out) | Not disclosed |
| 7 · §21.373 shareholder-proposal threshold | Board-intended (post-conversion bylaw) | Declined |
| 8 · §21.4161 independent-director determination | Left available (panel-determination, not locked) | Not adopted |
The two thresholds do different work
The two thresholds are not symmetrical. The derivative-standing threshold under TBOC §21.552(a)(3) caps at 3% of outstanding shares, with grouping permitted — the courthouse door. At Dell’s scale that is shares (0.03 × total shares as of ), roughly of the public Class C float.
The proposal-submission threshold under TBOC §21.373 (added by SB 1057) is structured differently: the lesser of $1 million in market value or 3% of voting shares, held for six months, with 67% solicitation. For any issuer above roughly $33 million in equity value the $1 million prong controls and the 3% prong never bites; at Fortune 500 scale it is a procedural filter, not a structural one. One narrows who can litigate. The other sets a dollar floor on who can submit a ballot proposal.
The precedent the 3% floor relies on
Gusinsky v. Reynolds, No. 3:25-cv-01816-K (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) is a Southwest Airlines SB-29 case. Dell is not a party; it is cited only as precedent that an elected 3% floor is enforceable.
1
The precedentThe Northern District of Texas dismissed a Southwest Airlines derivative suit with prejudice when the plaintiff’s 100 shares fell far below Southwest’s bylaw-adopted 3% threshold under §21.552(a)(3).
2
Dell’s charterDell’s Texas Charter (Art. XVI) creates the 3% derivative-standing floor by election — shares at current scale. The architecture Gusinsky enforces is the architecture Dell adopts.
3
The limitGusinsky governs Southwest Airlines, not Dell. It is the doctrinal predicate showing the elected floor operates as written; it is not a holding about Dell’s charter, which goes to a vote on .
The mechanism
The redomestication proceeds as a plan of conversion under DGCL §266 and TBOC Title 1, ch. 10, subch. C. The annual meeting is ; the record date is . Delaware does not stand still — the March 2025 DGCL amendments (SB 21) added a statutory safe harbor for interested-director and controlling-stockholder transactions, and Dell’s Evaluation Committee considered them and still recommended Texas.