THE TECHNOLOGY BLIND SPOT

What You Will Learn

You will understand why the most widely circulated narrative about Texas corporate law reform omits the substance of the legislation it celebrates. You will learn what Texas Senate Bill 29 does to shareholder derivative standing, jury trial rights, books-and-records access, and disclosure-based enforcement. You will see the reincorporation data that contradicts the “success story” narrative, the undisclosed conflicts behind the essay that launched it, and the active constitutional challenge that threatens the Business Court’s structure. You will know what to do this week if you advise clients on corporate domicile, equity holdings, or forum selection.

On November 4, 2025, eight trusts controlled by Coinbase CEO Brian Armstrong and co-founder Fred Ehrsam signed a written consent approving the reincorporation of Coinbase Global from Delaware to Texas. The trusts held 78.4% of voting power. They called no shareholder meeting. They solicited no proxy vote. The company’s Information Statement, filed with the SEC on November 12, told the remaining shareholders what had already been decided. Its first page carried a sentence in bold: “WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.”

Coinbase is valued at roughly $80 billion. It generated $7.7 billion in revenue over the prior twelve months and reported $3.2 billion in net income. Under its new Texas bylaws, a shareholder or group of shareholders must hold at least 3% of outstanding shares to bring a derivative suit against any director or officer. At current market capitalization, that threshold exceeds $2.4 billion. The new charter waives the right to a jury trial for all internal claims. The new bylaws exclude emails and text messages from books-and-records inspection rights. A retail investor who held Coinbase stock on November 3 woke up on December 16 with fewer rights and no voice in the decision that eliminated them.

On February 25, 2026, the dean of the law school that houses the Eighth Division of the Texas Business Court published an essay calling the Texas corporate reforms “an American success story.” His co-author is a partner at Gibson Dunn, a firm that serves as lead counsel or strategic counsel on multiple Texas Business Court matters. Neither relationship appeared in the body of the article. Both appeared in fine-print italics at the bottom.

That essay celebrates Texas GDP, registered business counts, and corporate relocations. It never names the statute those reforms enacted. Never cites a section number. Never describes the specific shareholder rights the legislation restricts.

The omission is the story.

The Direct Answer

Texas Senate Bill 29, signed into law on May 14, 2025, codifies the business judgment rule with a heightened pleading standard, permits corporations to impose a 3% ownership threshold on shareholders bringing derivative suits, allows governing documents to waive jury trials for internal claims, excludes emails and text messages from books-and-records inspection rights, and restricts records access during derivative proceedings. A companion bill, SB 1057, requires shareholders to hold $1 million in market value or 3% of voting stock and to solicit holders of 67% of voting power before submitting a proposal.

These provisions exceed the protections Delaware offers corporate boards and officers. They shift the balance from shareholder accountability toward board insulation. Any attorney advising a client on incorporating or reincorporating in Texas without understanding what SB 29 does to shareholder rights falls short of the competence standard that Model Rule 1.1, Comment 8 requires for understanding the benefits and risks of relevant legal frameworks. The question is not whether Texas is attracting incorporations. It is who benefits from the legal framework those incorporations adopt, and who loses the ability to hold corporate leadership accountable when something goes wrong.

What the Success Story Did Not Mention

The Ahdieh-Woodcock essay describes Texas corporate reforms as “modernization” that “reflects lessons learned elsewhere.” It praises the Business Court’s efficiency and speed. It invokes federalism, competition, and institutional excellence. At no point does it describe the substance of the legislation it celebrates.

SB 29 does five things that matter to anyone whose clients hold shares in a Texas-incorporated company.

First, it codifies the business judgment rule in statute and shifts the burden to any shareholder challenging a board decision. Under new Section 21.419 of the Texas Business Organizations Code, a claimant must rebut the statutory presumption that directors acted in good faith, on an informed basis, and in the corporation’s best interest. The claimant must then prove that the breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. The claim must be pleaded with particularity. This is a higher bar than Delaware’s common law business judgment rule, which permits entire fairness review of conflicted transactions without requiring the plaintiff to first prove intentional misconduct.

Second, SB 29 permits publicly traded corporations to set a minimum ownership threshold of up to 3% of outstanding shares for a shareholder to bring a derivative suit. Delaware imposes no such threshold. For a company the size of Coinbase, 3% of outstanding shares represents approximately $2.4 billion in stock at current valuations. Only the largest institutional shareholders can challenge board conduct through derivative litigation. A state pension fund holding $200 million in Coinbase stock cannot bring a derivative claim. An individual investor cannot bring one at all. Coinbase adopted the maximum 3% threshold in its new Texas bylaws immediately upon reincorporation.

Adam Grabski bought Coinbase stock on April 14, 2021, the first day of its direct listing. Over the next eight days, insiders sold $2.9 billion in shares. Five weeks later, Coinbase announced disappointing earnings and a capital raise. Its market capitalization dropped $37 billion. Grabski filed a derivative suit in Delaware Chancery Court in April 2023, alleging that CEO Armstrong, board member Marc Andreessen, and seven other officers and directors sold stock while holding material nonpublic information, avoiding $1.09 billion in losses. Chancellor Kathaleen McCormick denied the motion to dismiss in February 2024. On January 30, 2026, she denied the Special Litigation Committee’s motion to terminate the case after finding that one committee member had co-invested with Andreessen Horowitz more than fifty times. The suit is alive today in Delaware. Under Coinbase’s new Texas bylaws, Grabski could not have filed it. Richard Tornetta challenged Elon Musk’s $56 billion Tesla compensation package while holding nine shares; under Tesla’s new Texas bylaws, he would need approximately $34 billion in stock to bring the same claim.

Third, SB 29 excludes emails, text messages, and social media communications from the definition of corporate records, unless the communication “effectuates an action by the corporation.” It further permits companies to deny books-and-records requests entirely during derivative proceedings or civil litigation. In an era when most corporate decision-making occurs through electronic communication, this carve-out removes the most probative evidence from pre-suit investigation. A shareholder suspecting misconduct cannot access the communications where misconduct is most likely documented.

Fourth, SB 29 allows governing documents to waive jury trials for all internal entity claims, including derivative suits and breach of fiduciary duty claims. The waiver binds any shareholder who continues to hold stock after the charter adopts the provision. A public company shareholder who purchased shares before the waiver existed forfeits jury trial rights simply by not selling. Coinbase’s new Texas charter includes this waiver.

Fifth, SB 29 prohibits recovery of attorney’s fees in derivative proceedings where the only result is additional or amended disclosures to shareholders. This eliminates the economic incentive for plaintiffs’ counsel to pursue disclosure-based claims, a category of action that has historically forced corporate transparency in situations where boards preferred silence.

The essay mentions “shareholder litigation” twice, both times as a problem to be managed. It never names these five provisions. Never describes their combined effect. An article celebrating corporate law reform that does not describe the reform it celebrates is not analysis. It is promotion.

The Conflict Architecture

Dean Robert Ahdieh leads the Texas A&M School of Law in Fort Worth. The Eighth Division of the Texas Business Court sits in that same law school’s facilities. The school hosted the Texas A&M Corporate Law Symposium on February 17, 2026, at the Federal Reserve Bank of Dallas. Both Ahdieh and Woodcock were featured speakers. The essay’s final paragraph promotes that symposium by name and link.

David Woodcock is a partner at Gibson, Dunn & Crutcher. Gibson Dunn published a year-end update in January 2026 noting that the firm serves as “lead counsel or strategic counsel on several significant Texas antitrust matters” including “Business Court proceedings.” The firm published a detailed analysis of SB 29’s provisions in October 2025, advising clients on how to use the statute’s new protections. Gibson Dunn’s institutional interest in a thriving Texas Business Court and a business-friendly Texas legal environment is not theoretical. It is operational and revenue-generating.

At that same February 17 symposium, SEC Chairman Paul Atkins delivered the keynote address. Woodcock introduced him. Atkins praised SB 29 specifically, characterizing its provisions as protections for Texas companies and “ultimately their shareholders” against “abusive lawsuits.” He told the audience that “if Texas builds it, the companies will come.” He then floated additional reforms: loser-pays fee shifting for shareholder suits, mandatory arbitration provisions in corporate charters, and safe harbors from disclosure liability. Every proposed reform would further restrict shareholder enforcement mechanisms. The federal securities regulator endorsed the statute at a symposium hosted by the law school housing the court, promoted by an essay co-authored by the partner who introduced him.

Eight days later, Ahdieh and Woodcock published their essay calling the reforms “an American success story.” On LinkedIn, the post opened with “Modern corporate law is evolving, and it’s no longer business as usual.” David Cabrales, a Foley & Lardner partner who co-chairs the firm’s Texas State Government Solutions practice, sits on the firm’s Texas Corporate Governance Team, and served as General Counsel to Governor Rick Perry, commented: “It Ain’t Bragging If It’s True.” Cabrales presented “Texas Business Law Legislative Update 2025” at the State Bar of Texas and “(Almost) Everything You Need to Know About The Texas Business Courts” at multiple conferences. Foley & Lardner published its own SB 29 analysis. Another firm with direct institutional interest in the statute’s success endorsing the essay that celebrates it.

A single sentence of italicized fine print below the essay’s signature line constitutes its entire conflict disclosure: “The views expressed above are those of the authors and do not necessarily reflect the views of Texas A&M or Gibson, Dunn & Crutcher.” It does not identify the law school’s physical relationship to the Business Court. It does not identify Gibson Dunn’s practice before that court. It does not mention that the SEC Chairman endorsed the reforms at the symposium eight days earlier, introduced by the essay’s co-author. It does not disclose the promotional infrastructure in which the essay operates.

Richard Feynman warned that the first principle of honest inquiry is that you must not fool yourself, and that you are the easiest person to fool. The principle applies with equal force to institutional analysis. This is not two academics sharing an assessment. It is a law school that houses the court, a firm that practices before the court, a federal regulator who endorsed the statute at the school’s own symposium, and a network of lobbyists and practitioners who built and profit from the reforms. The question is not whether any individual participant is wrong. The question is whether a reader encountering the essay can evaluate the argument without knowing the architecture behind it.

The Data That Does Not Say What They Claim

The essay cites three data points as evidence that corporate law reform is working: Texas GDP exceeding $2.6 trillion, the state surpassing 3 million registered businesses in 2025, and 200 companies relocating to Texas since 2020.

No one has attributed any of these figures to the corporate law reforms. Texas GDP growth runs on energy production, defense spending, population migration, and zero state income tax. Advantages that predate the Business Court by decades. The 200-company relocation figure, sourced to Business Insider, encompasses moves motivated by tax policy, cost of living, and workforce availability, not corporate charter competition.

Reincorporation data tells a more precise story, and it contradicts the essay’s narrative. Glass Lewis analyzed the 2025 proxy season and found that of 18 companies that proposed leaving Delaware, 13 chose Nevada. Two proposed reincorporation to Texas. One of those two withdrew its proposal before the annual meeting. ISS Governance Research reported that through June 2025, twelve of eighteen companies leaving Delaware moved to Nevada. One moved to Texas. An Oxford Law Blog analysis from February 2026 found that Delaware still holds 66.7% of Fortune 500 companies. Eighty percent of U.S.-based IPOs in 2023 chose Delaware.

Yale Law School professors Jonathan Macey and Roberta Romano, writing in the Harvard Law School Forum on Corporate Governance in March 2025, identified a structural weakness in the Texas model that even supporters of the reforms cannot dismiss. Macey and Romano broadly endorse Texas’s legislative innovation, calling SB 29’s advisory opinion mechanism a form of “disruptive innovation.” Yet they acknowledge that as a much larger state, the revenues from corporate charters cannot carry the fiscal weight for Texas that they carry for Delaware, reducing the political incentive for Texas officials to respond when business conditions change or judicial opinions require correction. Delaware’s legislature has a $1.8 billion annual reason to remain responsive to corporate needs. Texas does not.

The essay frames Texas as Delaware’s natural successor. The numbers show Nevada leading the reincorporation trend by a wide margin, with Texas capturing a fraction of a movement that itself remains modest relative to Delaware’s installed base.

The Strongest Case for Texas Reform

Defenders of SB 29 advance arguments that deserve their strongest articulation.

Derivative litigation abuse is real. Shareholders with trivial holdings have filed suits designed to extract settlement fees rather than remedy actual misconduct. Disclosure-only settlements, where the sole “benefit” is additional proxy disclosures of marginal value, consumed judicial resources while enriching plaintiffs’ counsel without producing meaningful corporate accountability. Delaware itself recognized this problem in In re Trulia, Inc. Stockholder Litigation (2016), where the Court of Chancery imposed stricter standards on disclosure-based settlements. SB 29’s restrictions on fee recovery in disclosure-only cases extend a principle Delaware’s own courts endorsed.

Codifying the business judgment rule provides statutory clarity where common law created uncertainty. Corporate boards making time-sensitive decisions benefit from knowing the legal standard in advance rather than reconstructing it from decades of evolving case law. Statutory predictability reduces litigation risk, which reduces the cost of capital, which theoretically benefits shareholders through higher valuations and more willing investment.

Specialized Business Court judges and faster resolution timelines address a legitimate problem: complex commercial disputes languishing on overloaded general-jurisdiction dockets before judges who see one business case for every hundred family law matters. In its first year the court received 185 cases and resolved 60 within approximately 180 days, suggesting the efficiency thesis has early support.

These arguments share a structural flaw: they assume that the only way to address litigation abuse is to restrict shareholder access to courts. Trulia accomplished the same objective through judicial doctrine without requiring statutory changes that also restrict legitimate claims. Delaware’s March 2025 DGCL amendments addressed controlling-shareholder concerns through procedural safe harbors rather than ownership thresholds for standing. The choice between targeted reform and categorical restriction reveals a policy preference that the “modernization” framing obscures.

The Constitutional Question Nobody Answered

The Ahdieh-Woodcock essay acknowledges the Business Court’s appointed-judge model in a single sentence, praising the trade-off of “increased institutional competence” for “reduced uncertainty.” It does not mention that the court faces an active constitutional challenge.

On October 20, 2025, the plaintiff in Unico Commodities, LLC v. Castleton Commodities International filed a motion arguing that the Business Court’s structure violates both the Texas and U.S. Constitutions. Article V of the Texas Constitution provides that district judges “shall be elected by the qualified voters at a General Election.” Because Business Court judges exercise the full powers of district judges through gubernatorial appointment rather than election, Unico contends the legislature exceeded its constitutional authority. The plaintiff’s federal claims invoke the Fourteenth Amendment, arguing that the court’s authorizing statute creates an unconstitutional “dual-track” system where similarly situated litigants appear before either elected or appointed judges based solely on statutory routing.

Oklahoma provides the precedent. On October 7, 2025, its Supreme Court struck down that state’s business court on nearly identical grounds in White and Waddell v. Stitt, holding that appointed judges within the district court structure violated the state constitution’s election requirement. The Texas Supreme Court upheld the Fifteenth Court of Appeals’ constitutionality in August 2024, but the Business Court’s structural differences present a distinct constitutional question the court has not yet addressed. Specifically, the two-year appointed terms without election have no analog in the Fifteenth Court of Appeals precedent.

Two-year terms create a separate problem that transcends constitutional law. A Business Court judge serving a renewable two-year gubernatorial appointment has a structural incentive to avoid decisions that displease the governor’s political base. Renewable short terms create dependence. Dependence creates the perception of bias, whether or not actual bias exists. Sidley Austin’s analysis noted that litigants may face an increased risk of having to re-educate new judges on the complex facts of their disputes throughout the life of the case. A court designed to provide stability and expertise operates on a timeline shorter than many of the disputes it will adjudicate.

The essay describes the appointed-judge model as a deliberate choice, “far from unique to Texas.” It does not describe the constitutional litigation challenging that choice, the Oklahoma precedent, or the structural incentives two-year terms create. It describes a conclusion and omits the controversy.

A Pattern Attorneys Should Recognize

Incumbent institutions face competitive pressure. Political actors promise modernization. Legislation passes with provisions that benefit the institutions lobbying for reform. Accountability mechanisms erode in the name of efficiency.

I have documented this pattern across multiple industries. In “The MSO Barbarians at the Gate” and “The Gathering Storm,” I analyzed how private equity firms used managed services organizations to achieve the economic substance of law firm ownership without the legal form. In “The Loyalty Gap,” I examined how PE-backed structures create undisclosed conflicts under Rule 1.7. In “Escaping the Leverage Trap,” I traced how BigLaw’s associate-to-partner ratio collapsed while billing rates accelerated past $2,000 per hour for senior partners. The healthcare parallel ran through each analysis. PE firms entered hospitals and nursing homes promising operational excellence. A December 2023 JAMA study by Kannan, Bruch, and Song found that Medicare patients at PE-acquired hospitals experienced a 25% increase in hospital-acquired conditions. Steward Health Care, the PE-backed hospital chain, filed for Chapter 11 in May 2024 with $9.2 billion in liabilities after years of cost-cutting and sale-leaseback transactions that extracted value while degrading care.

Texas corporate law reform is not PE in healthcare. But the architecture is familiar: restrict the mechanisms through which the people a system is supposed to protect can hold its operators accountable, then celebrate the resulting efficiency as evidence of success. Attorneys who have watched this pattern reshape legal services, healthcare, and financial regulation should recognize it when it arrives in corporate governance wearing a different suit.

Practice-Specific Implications

Corporate and M&A. Any attorney advising a client on incorporating or reincorporating in Texas must disclose the specific shareholder rights restrictions SB 29 enables. A client who chooses Texas incorporation without understanding the 3% derivative threshold, the jury trial waiver mechanism, and the records inspection limitations has not received competent counsel. Model Rule 1.1, Comment 8 requires understanding the benefits and risks of relevant technology and legal frameworks integral to client representation. That competence obligation extends to understanding the legal environment governing your client’s corporate domicile.

Securities Litigation. The 3% ownership threshold transforms the shareholder derivative suit landscape. Institutional investors with diversified portfolios rarely hold 3% of any single company. Practically, this channels all derivative enforcement through the very largest shareholders, many of whom have business relationships with management that discourage adversarial litigation. Plaintiffs’ attorneys evaluating derivative claims against Texas-incorporated companies face a threshold question that does not exist in Delaware.

Estate Planning and Wealth Management. Clients holding concentrated positions in Texas-incorporated companies should understand that their ability to challenge board conduct through derivative litigation is substantially more limited than under Delaware law. The jury trial waiver provision, binding on shareholders who continue to hold stock after charter amendment, represents a material change in the legal protections associated with equity ownership. Any comprehensive wealth management review should disclose this shift.

General Counsel. In-house counsel at companies considering Texas reincorporation face a competence obligation to analyze both sides of the SB 29 ledger. The statute benefits the corporation’s officers and directors. It restricts the rights of the corporation’s shareholders. Any recommendation to the board that presents only the management-friendly provisions without disclosing the shareholder restrictions fails the balanced-advice standard that clients deserve and that professional responsibility requires.

What to Do Monday Morning

Read SB 29 and SB 1057 in full. Not a law firm summary. Not a promotional essay from a law school blog. The statute itself. The provisions governing derivative standing, jury trial waiver, and records access appear in Sections 21.419, 21.552, 2.116, and 21.218 of the Texas Business Organizations Code. The reading takes two hours. The failure to read it before advising a client on Texas incorporation takes longer to explain to a disciplinary committee.

If your client holds shares in a company that has reincorporated or is considering reincorporation to Texas, analyze the specific charter provisions the company adopted under SB 29. Not every Texas corporation will adopt the maximum restrictions. Some will implement the 3% derivative threshold. Some will waive jury trials. Some will restrict records access. The combination matters. A client who discovers after a loss that their rights were restricted by a charter amendment they did not understand has a legitimate grievance against the attorney who did not flag the change.

Watch the Unico Commodities constitutional challenge. If the Business Court’s structure is invalidated, every case adjudicated by that court faces procedural uncertainty. If the structure is upheld, the constitutional question is settled, but the structural-incentive questions about two-year gubernatorial appointments remain. Either outcome carries implications for forum selection in commercial disputes involving Texas-incorporated entities.

Read promotional content about legal reform with the same skepticism you apply to an opposing expert’s report. When the dean of the law school housing a court co-authors an essay celebrating that court with a partner whose firm practices before it, introduced the SEC Chairman who endorsed it, and drew praise from lobbyists whose firms profit from it, the incentive structure is not hidden. It is declared. Apply the same analytical rigor to institutional advocacy that you apply to adversarial briefing.

Brian Armstrong and Fred Ehrsam did not call a shareholder meeting. They did not solicit a proxy vote. Their trusts signed a written consent on November 4. The Information Statement told everyone else what had already happened. Forty-one days later, Coinbase completed its conversion to a Texas corporation. Somewhere in those forty-one days, every retail investor who held COIN stock traded away the right to a jury trial, the ability to inspect corporate communications, and the standing to bring a derivative claim. All without signing anything. All without being asked. Adam Grabski, who bought COIN on its first day of trading and filed the derivative suit that survived two motions to dismiss in Delaware, would need $2.4 billion in stock to bring the same claim in Texas. The insiders who sold $2.9 billion during the direct listing face no derivative accountability from the shareholders who bought what they were selling.

Ahdieh and Woodcock are right about one thing. Federalism works because it creates competition. But competition without disclosure is not a market. It is a game where one side does not know the rules changed.

The success story reads beautifully. The statute reads differently.

This blog provides general information for educational purposes only and does not constitute legal advice. Consult qualified counsel for advice on specific situations.

About the Author

JD Morris is Co-Founder and COO of LexAxiom. With over 20 years of enterprise technology experience and credentials including an MLS from Texas A&M, MEng from George Washington University, and dual MBAs from Columbia Business School and Berkeley Haas, JD focuses on the intersection of legal technology, cybersecurity, and professional responsibility.

Connect: LinkedIn: www.linkedin.com/in/jdavidmorris | X: @JDMorris_LTech | Bluesky: @JDMorris-ltech.bsky.social

References

1. Ahdieh, Robert B. & Woodcock, David, “Texas Corporate Law Reforms: An American Success Story,” Texas A&M School of Law Blog (February 25, 2026)

2. Texas Senate Bill 29 (SB 29), signed May 14, 2025; amending Texas Business Organizations Code Sections 21.419, 21.552, 21.218, 2.116, and related provisions

3. Texas Senate Bill 1057 (SB 1057), effective September 1, 2025; amending Texas Business Organizations Code regarding shareholder proposal requirements

4. Texas House Bill 40 (HB 40), effective September 1, 2025; expanding Texas Business Court jurisdiction and lowering amount-in-controversy threshold to $5 million

5. Texas House Bill 19 (HB 19), signed June 9, 2023; establishing the Texas Business Court, Texas Government Code Section 25A.004

6. Coinbase Global, Inc., Information Statement (Schedule 14C), filed with the SEC November 12, 2025; written consent dated November 4, 2025; reincorporation completed December 15, 2025

7. Coinbase Global, Inc., Form 8-K (December 15, 2025), confirming completion of reincorporation from Delaware to Texas

8. Unico Commodities, LLC v. Castleton Commodities International, LLC, No. 25-BC11B-0059 (Tex. Bus. Ct. Oct. 20, 2025) (constitutional challenge to Business Court structure)

9. White and Waddell v. Stitt, 2025 OK 68, No. 123222 (Okla. Oct. 7, 2025) (striking down Oklahoma business court on constitutional grounds)

10. In re Dallas County, No. 24-0426, 2024 WL 3908122 (Tex. 2024) (upholding Fifteenth Court of Appeals)

11. In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016)

12. Glass Lewis, “The State of US Reincorporation in 2025: The Growing Threat and Reality of DEXIT” (2025)

13. Oxford Law Blogs, “The Delaware Paradigm, Part Three: DExit vs Data: Market Segmentation, Institutional Lock-In, and the 2026 Effect” (February 2026)

14. ISS Governance Research, “The U.S. Reincorporation Race: Who’s in the Lead?” (July 2025)

15. Macey, Jonathan & Romano, Roberta, “Texas Is Disrupting Delaware’s Dominance through Innovation,” Harvard Law School Forum on Corporate Governance (March 7, 2025)

16. Sullivan & Cromwell, “Texas Business Court Update – November 2025” (December 2025)

17. Gibson, Dunn & Crutcher, “Texas Overhauls Business Organizations Code with SB 29” (October 2025)

18. Gibson, Dunn & Crutcher, “Texas Antitrust 2025 Year-End Update” (January 2026)

19. Vinson & Elkins, “What Litigators Should Know About Texas Corporate Governance Reforms Under SB 29” (November 2025)

20. Sidley Austin, “Welcome to Texas: Texas Governor Signs Law Creating Specialized Business Courts” (June 2023)

21. Harvard Law School Forum on Corporate Governance, “Texas Corporate Law Changes Challenge Delaware’s Dominance” (May 2025)

22. Hicks Johnson PLLC, “Oklahoma Supreme Court Strikes Down Business Courts – and Implications for Texas” (October 2025)

23. Lloyd Gosselink, “A Year in Review: A Look at Texas’s New Business Court and Fifteenth Court of Appeals” (2025)

24. Texas Business Court Annual Report, FY 2025 (185 cases filed; 60 resolved)

25. Delaware LIVE News, “Coinbase to Leave Delaware for Texas” (November 13, 2025)

26. Business Law Prof Blog, “Reincorporation Update – November 2025” (November 17, 2025)

27. Bainbridge, Stephen, “Coinbase’s Implausible Explanation for DExiting” (November 13, 2025)

28. Feynman, Richard P., “Cargo Cult Science,” Caltech commencement address (1974)

29. Atkins, Paul S., Chairman, U.S. Securities and Exchange Commission, “Remarks at the Texas A&M School of Law Corporate Law Symposium,” Federal Reserve Bank of Dallas (February 17, 2026)

30. CLS Blue Sky Blog (Columbia Law School), “SEC Chair Atkins Discusses the Rise of Texas as a Delaware Rival and Disclosure” (February 18, 2026)

31. Goodwin Procter, “SEC Chairman Atkins Highlights State Competition and Disclosure Reform” (February 2026)

32. Cabrales, David G., Partner, Foley & Lardner LLP, LinkedIn comment on Ahdieh-Woodcock essay (February 2026); see also Foley & Lardner bio listing co-chair, Texas State Government Solutions practice and member, Texas Corporate Governance Team

33. Foley & Lardner LLP, David G. Cabrales bio, including “Texas Business Law Legislative Update 2025” (State Bar of Texas, June 24, 2025) and “(Almost) Everything You Need to Know About The Texas Business Courts” (multiple presentations, 2024-2025)

34. Kannan, Sneha, Bruch, Joseph Dov & Song, Zirui, “Changes in Hospital Adverse Events and Patient Outcomes Associated with Private Equity Acquisition,” JAMA 330(24):2365-2375 (December 26, 2023)

35. Steward Health Care System, Chapter 11 Bankruptcy Filing, No. 24-90389 (Bankr. S.D. Tex. May 6, 2024); $9.2 billion in liabilities

36. ABA Model Rules of Professional Conduct, Rules 1.1 (Competence), Comment 8; 1.6 (Confidentiality); 1.7 (Conflicts of Interest)

37. Morris, JD, “The MSO Barbarians at the Gate: The Self-Regulating Ethics That Opened the Gate” (2025)

38. Morris, JD, “The Gathering Storm: When Private Equity Meets the Practice of Law” (2025)

39. Morris, JD, “The Loyalty Gap: When Your Law Firm’s Service Provider Answers to Someone Else’s Investors” (2026)

40. Morris, JD, “Escaping the Leverage Trap: How America’s Lawyerly Society Is Pricing Itself into Economic Irrelevance” (2025-2026)

41. Morris, JD, “Rule 5.4: Who Does Rule 5.4 Actually Protect?” (2026)

42. Morris, JD, “Rule 5.4 and Anticompetitive Outcomes” (2026)

43. Grabski ex rel. Coinbase Global, Inc. v. Andreessen, C.A. No. 2023-0464-KSJM (Del. Ch.); derivative complaint filed April 26, 2023; motion to dismiss denied February 1, 2024; SLC motion to terminate denied January 30, 2026

44. Bernstein Litowitz Berger & Grossmann LLP, “Coinbase – Case Summary,” case page (2023-2026); describing $2.9 billion in insider stock sales and $1.09 billion in avoided losses

45. InvestmentNews, “Court Denies Coinbase Bid to Kill $2.9 Billion Insider Trading Lawsuit” (January 30, 2026); describing Chancellor McCormick’s finding that SLC member co-invested with Andreessen Horowitz more than fifty times

46. Robbins LLP, “Tesla’s Bylaw Shift: What It Means for Shareholder Rights” (July 2025); describing Richard Tornetta’s nine-share challenge to Musk’s $56 billion compensation package and the 3% threshold’s impact on future litigation

47. Go Aggies. Integrity First!