After being headquartered in Texas for 37 years, ExxonMobil shareholders approved the company’s plan to change its incorporation to Texas from its historical home in New Jersey.
Proxy advisors Institutional Shareholder Services and Glass Lewis had argued that moving the company under recently revised Texas business laws would undermine shareholder rights.
But in March, when the proposal was announced, company management said there were no plans to raise the optional thresholds for shareholder actions allowed under Texas law.
According to preliminary tallies, the proposed move was passed with the approval of 71.3 percent of Exxon shareholders.
The Houston office of Gibson Dunn & Crutcher has been advising the company on the redomiciling campaign.
The move may prove more historical than controversial.
Exxon’s ties to New Jersey date back to 1882, and the incorporation of Standard Oil of New Jersey, the legendary and monolithic oil company founded by John D. Rockefeller.
But the company’s roots were formed neither in Texas or New Jersey, but rather in Cleveland with the formation of the Standard Oil Company of Ohio by John D. Rockefeller and his investors in 1870, a move that proved to be the invention, not only of Big Oil, but of many of the most important and familiar oil companies that remain in existence today.
Rockefeller was an ambitious Cleveland bookkeeper when Edwin Drake invented the modern oil business in 1859 at Titusville, in Western Pennsylvania. His success created a frenzy across the Alleghany River Valley, not unlike the gold strikes in California a decade earlier. While oil had long been a lubricant, its promise lay in replacing coal and whale oil for heat and illumination. For that, or nearly any other use, refinement was needed. So, Rockefeller — along with chemist Samuel Andrews — built a refinery, the Excelsior Oil Works.
Their process was so efficient that they began to buy other refineries and associated businesses — railcars, pipelines and equipment distributors — and by 1879, under the banner of Standard Oil, the burgeoning Rockefeller empire controlled an estimated 90 percent of petroleum production, shipping and product sales in the United States.
Before passage of the Sherman Act in 1890, antitrust was defined by common law and enforced by the individual states. In 1882, in response to antitrust claims in Ohio, Standard Oil incorporated in New Jersey, creating a “trust” placed in charge of a tangle of portfolio companies so vast and secretive that only a handful of its own executives knew who controlled what.
In 1906, after a series of exposés on Standard Oil by journalist Ida Tarbell, the Roosevelt Administration filed suit in a Missouri federal court claiming a multitude of violations of the Sherman Act.
And on May 15, 1911, in Standard Oil of New Jersey v. U.S., the U.S. Supreme Court upheld the Missouri court’s order to dissolve Standard Oil of New Jersey.
The company was broken up into more than 30 entities that became such brands as Esso, Chevron, Amoco and later, Chevron, BP, Marathon, Conoco, Phillips 66 and, of course, ExxonMobil.