Delaware, Texas, and Nevada are advancing competing legislative reforms to attract corporate incorporations, leading to significant changes in U.S. corporate law. Delaware's Senate Bill 21, enacted in March, introduces 'safe harbor' provisions for insider transactions and applies retroactively. The overhaul is facing constitutional challenges, including a case involving Dropbox and the Plumbers & Fitters Local 295 Pension Fund, and may be reviewed by the Delaware Supreme Court. The reforms are intended to address dealmaker concerns about judicial scrutiny but have drawn criticism for limiting shareholder rights and potentially impacting Delaware's $2 billion in annual corporate franchise fees. Texas has adopted substantial pro-business reforms, notably Senate Bill 29, which allowed Tesla to amend its bylaws to prohibit derivative lawsuits unless a shareholder owns at least 3% of shares, a threshold valued at $31.5–$32 billion. Senate Bills 30 and 39, backed by Texans for Lawsuit Reform and its founder Dick Weekley, aim to further restrict legal liability for businesses, including shielding companies from certain shareholder proposals and limiting evidence in lawsuits against trucking companies. These efforts have encountered strong opposition from trial lawyers, consumer groups, and some conservative activists, as well as a public clash with Attorney General Ken Paxton. Nevada has approved amendments to its corporate law through AB 239, which allows directors to approve documents in preliminary form and sets the groundwork for an appointed business court. The legislation is part of Nevada's broader strategy to compete with Delaware and Texas for corporate charters. These developments reflect growing competition among states to attract corporations, with high-profile companies such as Tesla, TripAdvisor, Meta Platforms, and others considering moves away from Delaware. The reforms have sparked debate over the balance between corporate governance, board efficacy, and shareholder protections.
The district attorneys for Williamson County and Fort Bend County have joined other D.A.s in filing a lawsuit against Texas Attorney General Ken Paxton: https://t.co/VlfdFA8aBU #fox44tx
Dick Weekley's lobbying group, Texans for Lawsuit Reform, has fierce opposition and lost allies in a clash with Attorney General Ken Paxton. https://t.co/szGxwDzM7W
The district attorneys for Williamson County and Fort Bend County filed a lawsuit on May 16 against Texas Attorney General Ken Paxton over a rule that would require them the send case files to Paxt… https://t.co/L7dpMI5skp