The Texas Reincorporation Trap — What the ExxonMobil Vote Reveals About Board Power
ExxonMobil’s shareholders are being asked to cast a vote this May that they may not fully understand. The company’s board has unanimously recommended moving its state of incorporation from New Jersey to Texas, framing the change as a step toward “maximizing shareholder value.” That framing is misleading. What the reincorporation actually does is place ExxonMobil under a body of Texas corporate law that gives the board sweeping authority to restrict shareholder rights at any time, through a simple bylaw amendment, without asking shareholders for permission. Shareholders are being invited to approve a transaction that hands the board the keys to a governance regime that those same shareholders may one day wish they had never unlocked.