Texas Corporate Governance and Redomestication
A Texas-Based Platform for Texas Corporate Governance and Redomestications
As companies evaluate where and how they are organized, Texas has become an increasingly important jurisdiction for corporate governance, public company planning, and strategic relocation. With deep roots in Texas and a full-service corporate and securities platform, Jackson Walker is well positioned to guide companies through Texas redomestication, reincorporation, and governance modernization.
Jackson Walker helps public companies, boards, management teams, investors, and transaction participants assess Texas redomestication and related governance strategies in light of evolving Texas corporate law, securities law requirements, stock exchange rules, and market developments. Our goal is to help clients evaluate strategic options and implement governance structures designed for long-term success.
Whether a company is evaluating a Delaware-to-Texas reincorporation, preparing for life as a Texas public company, assessing DExit considerations, or modernizing legacy governing documents, our team helps clients identify legal, governance, disclosure, and implementation issues at each stage of the process.
Advising Companies Considering a Move to Texas
Texas redomestications require careful planning across corporate law, securities law, tax, litigation, governance, and investor relations considerations. Jackson Walker advises companies and boards on the legal and practical issues involved in evaluating, approving, disclosing, and implementing a move to Texas.
Our work includes helping clients assess:
- Whether a Texas redomestication or reincorporation aligns with the company’s business, governance, and capital markets objectives
- Board and shareholder approval requirements
- Public company disclosure considerations
- Certificate of formation and bylaw updates
- Director and officer protection considerations
- Forum selection and litigation strategy
- Shareholder rights and meeting mechanics
- Proxy statement, registration statement, and SEC disclosure issues
- Stock exchange and listing considerations
- Post-transaction governance and compliance planning
Public Company Governance Modernization
A move to Texas often presents an opportunity to review and update a company’s public company governing documents. Jackson Walker advises clients on modernizing certificates of formation, bylaws, committee charters, governance guidelines, insider trading policies, disclosure controls, and related governance frameworks.
Our attorneys help companies identify and address provisions that may need to be revised in connection with a Texas redomestication or reincorporation, including forum selection provisions, director protection provisions, shareholder litigation mechanics, advance notice bylaws, written consent rights, shareholder meeting procedures, and proxy governance provisions.
We also counsel clients on governance developments involving the Texas Business Organizations Code, Texas Business Court, fiduciary duty considerations, director protections, shareholder litigation thresholds, and emerging market practices affecting Texas corporations.
Capital Markets, Listings & Public Company Readiness
Jackson Walker’s capital markets attorneys regularly advise issuers, underwriters, SPACs, investors, and public companies on securities offerings, SEC disclosure obligations, stock exchange compliance, and public company governance. That experience positions us to help clients evaluate Texas reincorporation issues in the context of IPOs, de-SPAC transactions, follow-on offerings, private placements, PIPEs, high-yield offerings, and other capital markets transactions.
We also assist companies evaluating listing-related considerations, including existing NYSE, NYSE Texas, Nasdaq and Nasdaq Texas requirements and emerging questions involving a potential dual or primary listing on the Texas Stock Exchange. Our attorneys help clients align capital markets strategy, disclosure obligations, governance documents, and long-term public company compliance.
Transactional and Board Counseling Experience
Companies considering redomestication or reincorporation frequently need advice that extends beyond corporate governance. Jackson Walker brings together lawyers across disciplines to advise on M&A transactions, private equity investments, SPAC business combinations, related party transactions, special committee matters, tax structuring, executive compensation, employee benefits, litigation risk, and regulatory compliance.
Our attorneys regularly counsel boards of directors, special committees, management teams, issuers, underwriters, sponsors, controlling shareholders, and investors on complex governance and transactional matters. We understand the importance of practical, business-focused advice when corporate structure, investor expectations, regulatory requirements, and litigation risk intersect.
How We Help
Jackson Walker advises clients on:
- Texas redomestications and reincorporations
- Delaware-to-Texas and other jurisdictional conversions
- DExit strategy and board evaluation processes
- Texas Business Organizations Code developments
- Texas Business Court and forum selection considerations
- Public company governing document updates
- Certificates of formation and bylaws
- Director and officer protection provisions
- Shareholder rights and litigation framework considerations
- SEC disclosure and proxy statement issues
- Stock exchange and listing compliance
- Texas stock exchange listing considerations
- SPAC and de-SPAC governance structuring
- IPO and public company readiness
- Board, committee, and special committee counseling
- Post-redomestication governance and compliance planning
- What should a public company consider before redomesticating or reincorporating in Texas?
- How do Texas Business Organizations Code developments affect director protections, shareholder rights, and public company governance?
- What changes should be made to certificates of formation, bylaws, and other governing documents in connection with a Texas redomestication?
- How should companies evaluate forum selection provisions and litigation strategy in light of the Texas Business Court?
- What disclosure, proxy, and stock exchange issues arise when a public company moves to Texas?
- Should a company consider a dual or primary listing on the Texas Stock Exchange?
- How should a board document its process when evaluating a move from Delaware to Texas?
- What can companies learn from recent corporate moves toward Texas?
In addition to regular Texas corporate governance insights, we have a dedicated blog where we are tracking news, developments, and opinions in the Texas Business Court.
- “Taking Stock: What M&A Lawyers Need to Know When Selling to a Public Company” (May 2026)
- “Deep in the Heart of Capital Markets, an Insider’s View from Nasdaq Texas” with Rachel Racz, President of Nasdaq Texas (May 2026)
- “Goodbye 10-Q? SEC Proposes Semiannual Reporting Option for Public Companies with New Form 10-S,” Jackson Walker Insights (May 2026)
- “Dexit – a comparative look at the Corporation Laws of Delaware, Texas, Nevada and Maryland” for the Corporate Section of the Maryland Bar Association (April 2026)
- “Bench to Boardroom: The Texas Business Court,” an in-depth discussion with Judge Whitehill and Jackson Walker partners on how the Texas Business Court is shaping business litigation, corporate governance, and transactional practice across the state (March 2026)
- “SEC Division of Corporation Finance Updates Compliance & Disclosure Interpretations,” Jackson Walker Insights (February 2026)
- “DEXIT: The Corporate Steps in Exiting Delaware,” M&A Advisory Services Certification Program (January 2026)
- “Confidentiality Agreements, Letters of Intent and Other Early Stage Issues,” M&A Advisory Services Certification Program (January 2026)
- “Delaware vs Texas for Corporations” for the Texas Bar Association’s 23rd Annual Advanced Business Law Course (November 2025)
- “DExit and Texas: Race to the Top,” UT M&A Conference (October 2025)
- “TXSE Means Business: Shaping the Future of Capital Markets in Texas”, an exclusive briefing on the Texas Stock Exchange & Texas’ pro-business momentum with Marc Cunningham of TXSE (September 2025)
- “New Texas Law Applicable to ‘Nationally Listed Corporations’ Sets Forth Heightened Requirements for Shareholder Proposals,” Jackson Walker Insights (September 2025)
- “Summary of Selected 2025 Changes in Texas Law Governing Business Entities,” JW CLE (September 2025)
- “Texas Business Court” and “Summary of Selected 2025 Changes in Texas Law Governing Business Entities,” CSC 2025 Texas Deskbook (September 2025)
- “The Texas Business Court One Year After Its Inauguration and DExit,” Dallas Bar Association M&A Fireside Chat (September 2025)
- “Indemnification Arrangements in Business Combinations,” ch. 37 for Kluwer Treatise on International Business Transactions: Standard Forms and Documents, (July 2025)
- Represented the target in a business combination with a SPAC on redomestication from Cayman-to-Texas and ongoing SEC compliance and corporate governance
- Represented a private sporting goods retailer on a Delaware-to-Texas conversion
- Advised an oil and gas company on a potential Delaware-to-Texas conversion and SEC disclosures and public company governance
- Represented an industrial valve company on a North Caroline-to-Texas conversion
- Represented a management consulting business on a Delaware-to-Texas redomestication
- Represented dairy/agriculture entities on redomestication of entities to Texas, with work focused on tax compliance, partnership agreements, asset transfers, closing issues, and state-law compliance
