JUST IN: $84 BILLION DOORDASH HAS OFFICIALLY LEFT DELAWARE FOR NEVADA. DoorDash’s reincorporation became effective yesterday at 12:02 a.m. Pacific. $DASH is now governed by Nevada corporate law; its Nasdaq listing, operations, management and employees are unchanged. When DoorDash proposed the move, it said Nevada offered a “more predictable, statute-based legal environment” and specifically pointed to Nevada’s codification of fiduciary duties as providing greater stability and certainty for corporate decision-making. At roughly $84B, DoorDash is now the sixth-largest company in SMU’s 90-company reincorporation cohort.

JUST IN: DILLARD’S IS LEAVING THE NYSE FOR THE TEXAS STOCK EXCHANGE. Dillard’s announced this morning that its primary listings for $DDS and $DDT will move from the NYSE to TXSE on October 5. The company already reincorporated from Delaware to Texas in August 2025. Now it is moving its primary exchange listing to Texas as well. Texas is also Dillard’s largest market, with 54 stores. That makes Dillard’s one of the clearest examples yet of a company shifting multiple pieces of its corporate infrastructure away from the traditional Delaware/New York system. Source:

JUST IN: NATURAL GROCERS’ CONTROLLING SHAREHOLDERS APPROVE A MOVE FROM DELAWARE TO TEXAS. The NYSE-listed company’s board unanimously backed the reincorporation, and the Isely family group — which controls 57.3% of the voting power — approved it by written consent. One important detail: this was not a broad shareholder vote. The controlling holders had enough votes to approve the move themselves. Natural Grocers can complete the conversion after the required Schedule 14C notice period.

NEW: SHAREHOLDER LAWYERS IN THE $75.4 BILLION MICROSOFT–ACTIVISION DEAL ARE ASKING DELAWARE FOR A $60 MILLION FEE. The proposed settlement is $250 million — roughly $0.30 per eligible Activision share — and the lawyers are seeking 24% of it. Bloomberg Law says a $60 million award would rank among Delaware’s largest attorney paydays. Microsoft is funding 40% of the settlement, with D&O insurance covering the rest. No wrongdoing was admitted. Chancellor Kathaleen McCormick is scheduled to consider final approval tomorrow, Sept. 15. A $250M settlement. A $60M fee request. The hearing puts Delaware’s increasingly scrutinized economics of shareholder litigation back in the spotlight.

This is one of the more interesting data points to come out of the DExit wave. Index funds supported 91% of the shares they voted on Texas reincorporations, versus 21% for Nevada. That suggests the market for corporate law is becoming much more sophisticated than “Delaware vs. everyone else.” Large institutions are clearly distinguishing among the alternatives based on the actual governance framework each state is offering. That’s exactly what state competition is supposed to produce: different models, real tradeoffs, and investors voting on them. The gap is big enough that boards considering reincorporation should pay attention.

JUST IN: $25 BILLION S&P 500 COMPANY TEXAS PACIFIC LAND WANTS TO LEAVE DELAWARE FOR TEXAS. Texas Pacific Land filed a preliminary proxy Friday asking shareholders to approve a Delaware-to-Texas redomestication on November 5. TPL says Texas’s statute-focused corporate law should provide greater predictability than Delaware’s common-law system and specifically cites Delaware’s increasingly litigious environment, contingency-fee-driven shareholder litigation and rising D&O costs. The company says the move would also eliminate at least $200,000 a year in Delaware franchise taxes. TPL — an S&P 500 company worth roughly $25.5 billion — owns approximately 894,000 acres in Texas and is headquartered in Dallas. If shareholders approve the proposal, it expects the move to become effective November 17. In its own filing, TPL points to Tesla, Dell and ExxonMobil as other major companies that have already redomiciled to Texas.

JUST IN: FOUR COMPANIES THAT LEFT DELAWARE FOR TEXAS ARE NOW LEAVING THE NYSE FOR TEXAS TOO. Energy Transfer, Sunoco, SunocoCorp and USA Compression will transfer their primary listings from the New York Stock Exchange to the Texas Stock Exchange on October 5. Energy Transfer alone is worth roughly $75 billion, and the group represents close to $100 billion in market value. They will become TXSE’s first major operating-company listings. There’s another layer: all four already redomiciled from Delaware to Texas in July. Texas is now competing simultaneously for corporate charters, headquarters and public-company listings.

NEW: NEARLY HALF OF THE PUBLIC COMPANIES PROPOSING TO LEAVE DELAWARE ARE NOW CHOOSING TEXAS. Bloomberg Law analyzed 25 public companies that proposed leaving Delaware in the first half of 2026. Nearly half picked Texas .. quadruple the number that chose Texas during the same period last year. Overall proposed departures from Delaware were up 39% year over year. (Bloomberg Law⁠) Nevada isn’t backing down either. Its Secretary of State Francisco Aguilar told Bloomberg his goal is explicit: “I want to steal 5% of Delaware’s market share.” Texas is building business courts, tightening shareholder-litigation rules and now has 57 Fortune 500 headquarters to recruit from. (Bloomberg Law⁠) The competition for America’s corporate legal home is accelerating.

JUST IN: S&P, MSCI AND FTSE RUSSELL HAVE CLEARED THE TEXAS STOCK EXCHANGE FOR INDEX ELIGIBILITY. TXSE says all major global index providers have now updated their methodologies so companies transferring their primary listing to the Texas exchange can remain eligible for the major U.S. indexes and the investment products that track them. That removes a major practical obstacle for boards considering moving a public company’s primary listing to Texas. TXSE says S&P DJI, MSCI, FTSE Russell, Nasdaq, Morningstar/CRSP and others now recognize TXSE-listed securities.

🚨 TODAY: A NASDAQ COMPANY THAT TRIED TO LEAVE DELAWARE FOR NEVADA IS HOLDING A SHAREHOLDER VOTE TO FIX A REINCORPORATION THAT NEVER LEGALLY HAPPENED. Twin Vee PowerCats filed to convert from Delaware to Nevada in April, then discovered that only about 19.5% of its outstanding shares had approved the move … not enough under Delaware law. The company unwound the filings and acknowledged that its subsequent 1-for-37 reverse stock split was also a defective corporate act because it was never legally a Nevada corporation. Shareholders are voting today to ratify the split under Delaware law and clean up the corporate record. For corporate lawyers watching DExit, this is a fascinating case study in how badly the mechanics of a state-to-state move can go if the approval process is mishandled.

JUST IN: NASDAQ-LISTED ARRIVE AI HAS APPROVED A MOVE FROM DELAWARE TO NEVADA. The autonomous-delivery company’s board and holders representing 50.1% of its voting power approved the redomestication on September 4. Arrive says Nevada will eliminate its annual Delaware franchise tax and provide greater protection for directors and officers from litigation. The company went further: despite Delaware’s recent corporate-law reforms, Arrive says Nevada’s statute-focused system is more “stable, predictable and efficient” than a Delaware regime that continues to develop through court decisions. Its Nasdaq listing will remain unchanged.

NEW: NASDAQ-LISTED CEMTREX HAS APPROVED A MOVE FROM DELAWARE TO NEVADA — CITING A $200,000 DELAWARE FRANCHISE-TAX BILL AND THE COST OF STOCKHOLDER LITIGATION. Cemtrex’s board says Nevada offers a more predictable, statute-based corporate regime, stronger protections for directors and officers and lower ongoing costs. The filing explicitly says even unsuccessful Delaware lawsuits consume management time and raise D&O insurance expense. Its controlling shareholder has already approved the conversion by written consent. After the move, Cemtrex says it will stop accruing Delaware franchise tax entirely.

JUST IN: NASDAQ-LISTED TOP FINANCIAL IS MOVING ITS GLOBAL HEADQUARTERS FROM SINGAPORE TO HOUSTON, TEXAS. The brokerage and fintech company filed the move with the SEC yesterday. TOP says its executive team and core corporate functions will shift to Houston as it focuses more heavily on the U.S., which its CEO called the company’s “most dynamic growth market.” The company specifically cited proximity to its expanding AI business, strategic partners and U.S. talent as reasons for the move.

NEW: TEXAS NOW HAS MORE FORTUNE 500 HEADQUARTERS THAN CALIFORNIA — 57 TO 56. More than 100 companies have relocated their headquarters to Texas since 2020, including Tesla, Charles Schwab and Hewlett Packard Enterprise. The Financial Times reports today that Texas is pairing that economic migration with an aggressive overhaul of corporate law: stronger protections for management, weaker shareholder powers and specialized business courts built to compete for corporate disputes. Texas is competing for headquarters, capital and corporate domiciles at the same time.

NEW: JPMORGAN IS ASKING DELAWARE CHANCERY TO PAUSE AN ORDER REQUIRING IT TO ADVANCE MORE THAN $20 MILLION IN LEGAL FEES TO THE EXECUTIVES CONVICTED IN THE $175 MILLION FRANK FRAUD. The bank says it could permanently lose the money before it gets a chance to appeal. The latest disputed amount includes roughly $10.1 million for Charlie Javice and $11.3 million for Olivier Amar. JPMorgan previously told the court the pair had billed $115 million through last November — about two-thirds of what JPMorgan paid to acquire Frank. That earlier bill included expenses JPMorgan challenged for hotel upgrades, a $581 dinner and hundreds of dollars in gummy bears. The Delaware court nevertheless ruled that the bank had not met the legal burden required to stop advancement.

JUST IN: THE SEC IS MOVING TO SCRAP THE FEDERAL RULE GOVERNING SHAREHOLDER PROPOSALS … AND HAND THAT POWER BACK TO THE STATES. The SEC has sent a proposal to White House review that would rescind Rule 14a-8, the federal framework that determines when shareholders can force proposals onto public-company proxy ballots. SEC Chairman Paul Atkins has argued the rule infringes on state corporate law. The implications for DExit could be enormous. Texas already allows companies to impose thresholds as high as $1 million of stock ownership for shareholder proposals, versus as little as $2,000 under the current SEC rule. If Washington pulls back, where a company incorporates could suddenly matter even more for the balance of power between boards, founders and activist shareholders.

NEW: ANOTHER PUBLIC COMPANY HAS OFFICIALLY LEFT DELAWARE FOR NEVADA. NYSE American-listed LGL Group completed its redomestication at 4 p.m. yesterday. Its board said the move is expected to reduce the company’s tax burden, give it greater flexibility and simplicity in corporate governance, and provide directors and officers more protection from “unmeritorious lawsuits.” LGL is now governed by Nevada corporate law rather than the Delaware General Corporation Law. Its ticker and business operations remain unchanged.

🚨 NEW: CATHETER PRECISION’S BOARD WANTS OUT OF DELAWARE — AND SAYS THE STATE COSTS IT ABOUT $200,000 A YEAR IN FRANCHISE TAXES. The public company’s board is unanimously recommending shareholders approve a move to Nevada. In the proxy filed today, it specifically cites lower fees, reduced litigation risk, broader protections for directors and officers, and greater corporate flexibility as reasons to leave Delaware. The filing is unusually explicit about the economics and legal calculus driving DExit.

JUST IN: DELAWARE CHANCERY COURT BLOCKS POISON PILL AS OUSTED FOUNDER VISHAL GARG FIGHTS TO RETAKE CONTROL. Vice Chancellor Lori Will granted Garg a temporary restraining order suspending Better’s shareholder-rights plan and the special board committee created to respond to his campaign. A New York federal judge separately refused to stop Garg from soliciting shareholder support. Both rulings are preliminary, not final decisions on the merits. Garg was fired as CEO on August 3 and is now trying to remove five of Better’s eight directors and regain control. The Delaware fight has quickly become a major real-world test of founder voting power, board entrenchment and how aggressively directors can use takeover defenses against a company’s own founder. ⁠