Two years into DExit, Chuck Kraus opens with the numbers: 114 reincorporation events at US issuers since April 2023, and SpaceX trading on NASDAQ as a Texas corporation headquartered in Texas. Scale LLP litigator Nick Burns returns to walk through what a reincorporation vote decides beyond the state name: the business judgment standard under SB 29, books and records access, mandatory arbitration, jury trial waivers, the optional 3% derivative standing threshold, and exclusive forum clauses that point to the Texas Business Court. The hosts close on the ArcBest and Texas Capital Bancshares votes, the private company and IPO readiness questions, and why boards should document the decision as they make it.
Chuck Kraus cites 114 reincorporation events at US issuers since April 2023, and says public companies that have left Delaware represent about $5.2 trillion in combined market cap. Of those events, 83 passed, six were rejected, and three were withdrawn. Nevada leads on number with 45, and Texas leads on value, anchored by Tesla, ExxonMobil, and Dell.
As described in the episode, Delaware relies on a common law presumption built on more than 200 years of case law. Texas, under its statute as amended by SB 29, has a codified safe harbor that shifts the burden of proof to the plaintiff. Nevada's statute finds a breach only for intentional misconduct, fraud, or a knowing violation.
Nick Burns notes that the SEC cleared mandatory arbitration in September 2025, Delaware banned it, and Texas and Nevada allow it. It removes class actions and keeps proceedings confidential, but discovery sits with the arbitrator, appellate rights are minimal, and there is no precedential ruling. Whether a charter can bind a shareholder who never signed it to give up a jury trial, class action, or appeal is, in his words, untested at scale.
SB 29 authorizes jury trial waivers for internal entity claims, and the Texas Supreme Court has enforced negotiated waivers for more than 20 years under In re Prudential Insurance Company of America. Nick Burns distinguishes those bargained-for waivers from a charter provision binding shareholders who voted no, bought on the open market, or hold through an index fund, and asks how that meets the knowing and voluntary waiver standard. He calls it the provision in SB 29 he would least want to be the test case on.
Brian Elliott notes that at a $5 billion company, a 3% floor is a $150 million position. Nick Burns describes it as a standing bar a plaintiff must clear before reaching demand futility, the merits, or discovery, and says the pressure moves to SEC Rule 10b-5 claims in federal court, which have no ownership threshold.
Nick Burns suggests designating the business court where it would have jurisdiction, for example $5 million or more in dispute, and naming a fallback state district court in a specific county. He also suggests considering whether to address Rule 202 pre-suit petitions expressly after In re Radical Hoops, and flags the conflict when a charter carries both mandatory arbitration and an exclusive forum clause.
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Nick Burns: The first company to enforce one of these against a resisting institutional holder generates probably the most important corporate law opinion in the next five years. And it gets written by whichever court reaches it first.
Chuck Kraus: Here's a number, gentlemen: 114 reincorporation events at US issuers since April of 2023. Public companies that have left Delaware represent something in the order of $5.2 trillion in combined market cap. And here's another number. On June 12th this year, SpaceX opens for trading on NASDAQ at $161 a share. That's a $2.1 trillion market cap company, a Texas corporation headquartered in Texas, dual listed on a Texas trading venue. It's interesting. For about 100 years, the question "where are you incorporated" was one with only one answer and no discussion. And I think what we've learned this year is that's over. I'm Chuck Kraus.
Brian Elliott: And I'm Brian Elliott. And this is the Y'all Street Law Podcast. Today, we're going to be covering DExit. With us today, we've got Nick Burns again. Nick is a business litigator in Texas, and he's going to bring the litigation perspective.
Nick Burns: Hey, y'all. Thanks for having me. Good to be back.
Chuck Kraus: So this is interesting, guys. There's lots to talk about here. There's sort of three things going on when we hear about DExit and reincorporation, and the Texas Stock Exchange, and we're going to try and unpack them today. There's state of incorporation: Delaware, Texas, Nevada. There's listing venue: New York Stock Exchange, NASDAQ, NYSE Texas, or the Texas Stock Exchange. And then there's company headquarters. There's lots of headlines about this, but they all kind of move independently. SpaceX is an outlier because they did all three, which is kind of why it reads as one story. But there's really three decisions. And then there's another thing that Nick will address. A reincorporation vote is really where the board picks its litigation regime: arbitration or courtroom, jury or bench, who can sue derivatively, how many shares do they have to own, and which court hears it. And those four choices really get dealt with in a proxy statement by people who sit on the outside looking in. What we want to do is unpack a bit of that today.
Brian Elliott: All right, Chuck, why don't we start with the numbers? The rhetoric around DExit, or Delaware versus Texas, has gotten a little bit convoluted. So what do the numbers tell us?
Chuck Kraus: Yeah, so like I said at the outset, there's been all these reincorporation events. 83 of them have passed. Only six have been rejected and three have been withdrawn. So what's interesting is Nevada actually leads on number of reincorporations with 45. Texas leads on value, but that's really anchored by Tesla, ExxonMobil and Dell. Meanwhile, 12 firms have moved into Delaware. That's mostly de-SPAC traffic from the Cayman Islands. I think a lot of that has to do with proposed changes the SEC is making around foreign private issuers and some of those exemptions, and so you're seeing Cayman companies sort of domesticate in.
Brian Elliott: So for domestic, Nevada seems to have the higher volume. Texas gets a lot of the headlines. What's really going on here?
Chuck Kraus: Yeah, I think what you're seeing is they're serving different customers. Nevada has long been sort of a small, mid-cap, controlled company jurisdiction. Texas is really playing for the flagship listings. And just this week, there was an announcement of a few more companies that are looking to move permanently. ExxonMobil was kind of the one to watch. Their headquarters was already in Texas and had been for a long time, but it was a New Jersey corporation, and they finally made the move here this summer and it passed the vote. So Texas is getting sort of the larger, the more widely held companies moving. Nevada is taking the more closely controlled, where individual shareholders are making the decisions. I think that this tells us a little bit more about the types of companies that are moving into which jurisdictions than it does really about the destination law that they end up with.
Brian Elliott: Yeah, I think that's right. A lot of the headlines for this started to circle around the Tesla, Elon Musk Tornetta case, and Elon Musk being very vocal after the Delaware court threw out his pay package. You had responses from the Delaware legislature around the same time, or just shortly after, you had Texas making proposals in SB 29, making the Texas jurisdictional choice one that's really attractive, trying to cut down on some of the litigation and challenges and lack of deference, as it was perceived, to boards of directors, and a clear path through to approval of conflicted controller transactions, as the Delaware case in Tornetta described it. So Tornetta was reversed. The trigger, the impetus to move away from Delaware, has gone away, but companies kept leaving anyway. The fair counterargument here is that that might fade over time. Maybe Delaware picks it back up. The driving reason to leave Delaware has changed, but maybe it's too early to know, and maybe we need to offer a little bit more perspective or certainty on where companies should go.
Chuck Kraus: Yeah, I think what we really need to do is dig into the details here. I think what has become clear is, as we said at the outset, it's no longer a default decision without analysis. Now there's a real discussion that needs to be had at the board level about a documented, well thought out decision on these things. And I think what you're seeing is that states are really becoming substantively competitive with one another for these listings, and there's real analysis that needs to be done.
Brian Elliott: Well, let's get into some of those differences and a little bit more of the analysis.
Chuck Kraus: Yeah, let's set this up for Nick. I think there's a couple of things to talk about here. Number one is the difference on the business judgment standard. So in Delaware, there's this common law presumption with 200 years plus of case law around it. Contrast that to the Texas statute as amended by SB 29, and we now have a codified safe harbor, not built on common law but actually in the statute, that shifts the burden of proof to the plaintiff. And that's a real fundamental difference between fiduciary duty law in Delaware and fiduciary duty law in Texas under SB 29. Then you have Nevada with its related statute that only finds a breach if there's intentional misconduct, fraud, or knowing violation. So one of the things we observe as transactional lawyers, and we want to get Nick's impression on this, is what you get in Texas is a codification of the clear standard in the statute and a clear burden shifting. Compare that to what you have in Delaware, where you have a common law standard, you have all this case law interpreting it, but you don't get the clear statutory reference.
Nick Burns: Yeah, that's exactly right. And this is worth real money at the pleading stage. I mean, that's where cases die, or where they get expensive and they proceed to discovery. The one caveat I'll add is that the opinion granting your motion on this new Texas statute, SB 29, would really be the first gloss on that statute. And so early movers are volunteering to be the test case, and that's something to certainly evaluate. But there's also touches on books and records. Delaware Section 220 does reach emails on a showing of a compelling need for a books and records request. And Nevada has a 15% holder threshold that's unavailable for public reporting companies. Texas, on the other hand, excludes email, text, and social media from a books and records request. And why this is important is a books and records request, when you're talking about derivative actions, is really the on-ramp. It's how a plaintiff builds their case, builds particularized facts that would survive potentially a future demand futility motion. So you cut off email, you cut off text, and you haven't killed the claim, you haven't eliminated it, but you have raised the cost of pleading it, which pushes plaintiffs towards, say, federal securities claims, where some of these state inspection limits are no longer relevant.
Chuck Kraus: Yeah, it's really interesting. And then further, as you're thinking about the litigation calculus, one of the things boards are always asking about, concerned about, is D&O exculpation. I think in Delaware and Texas, you have an opt-in for that, so it's optional. I think you have an opt-out in Nevada. So that's an interesting distinction to think about in the context of litigation. You also have different rules around attorney's fees. You've got an attorney's fees limit in SB 29, so there's no fees available for these disclosure-only settlements.
Nick Burns: Yeah, right. And a lot of these changes are grabbing headlines. This is one that I think is actually, quietly, maybe the most effective provision in the statute, because those fees were called the economic engine of this merger objection practice. You take that away, you take away a lot of the economic engine, and these filings start to dissipate.
Brian Elliott: Yeah, I think that's right. But we come back to the idea that these statutes in Texas are relatively new. They have very little case law behind them, right? So when we advise our clients on these types of statutes and how it might affect their corporations and the decisions that they make, we really have to stop at a level of uncertainty, because we don't have this long history like Delaware does about where the edges of these cases are, how the courts should break in a certain situation over others. And really we're relying on a statutory position that doesn't have a long history of interpretation behind it.
Chuck Kraus: Right. So how do you weigh that, Nick? Are you more comfortable relying on the case interpretation and thinking you've got facts that sit within the riverbanks of the history of decision? Or a case where you think you clearly read within the confines of the statute and you have a burden shift to the plaintiff?
Nick Burns: I will disclose my bias and say I'm a Texas litigator, so I'd rather be in Texas. But that's something that comes up a lot: Delaware has all of this precedent, we're new, why should we risk it? I think the benefit of Texas is, one, yes, this is a new statute, but Texas courts, including the business court, are applying Texas law, Texas Supreme Court precedent, and the ways of interpreting statutes. And I think in Texas, the common judicial philosophy is to take these statutes plainly as written and enforce them plainly as written. So yes, it's new, but it's not new in the sense that Texas law is being applied. And while this statute is new and the case law on it is still developing, I think you can trust that the judges here are going to apply it plainly as written.
Brian Elliott: All right, well, let's take some of this and really look at how it might play out in a situation, right? You've got a board, they make a decision to move to Texas, they've got a charter, and somewhere in that charter there are a bunch of provisions that Chuck has put in there, made the decision to draft up, and really the board has never given it a hard look. Some of these things would be the decision to do mandatory arbitration, include a jury waiver, put in a floor for derivative standing, and forum clauses. So let's take these one at a time, right? And walk through them and let's see how it plays out.
Nick Burns: Yeah, so starting with the first one, we'll go with mandatory arbitration. The SEC cleared this in September of 2025. Delaware banned it; Texas and Nevada allow it. So what changes immediately is you have no class action. So a claim that's worth a couple thousand bucks per holder is not going to go anywhere. With arbitration comes confidentiality, so there's no public docket, there's no citable award. But there's some drawbacks. Discovery is largely, actually exclusively, in the arbitrator's control. You essentially have minimal to no appellate rights, because vacatur of an arbitration award is quite difficult. It's not based on just a legal error like you typically have, say, at the trial court. And so there are costs and benefits to this. You have speed and privacy, which are real benefits, but you also have the loss of a precedential ruling. So if you're dealing with a recurring governance question, you could likely be in a scenario where essentially you're in Groundhog Day and you're re-litigating, re-arbitrating this same dispute over and over again. So the open question then is a shareholder, say, never signed this charter. And while the charter-as-contract is well established for forum clauses, whether it carries the same weight for a provision stripping a jury trial or a class action or an appeal is untested at scale. And so the first company to enforce one of these against a resisting institutional holder generates probably the most important corporate law opinion in the next five years. And it gets written by whichever court reaches it first.
Chuck Kraus: Yeah, it's really interesting. Texas is clearly competing on predictability. I think I hear you saying, Nick, in some ways the predictability is really going to come from the published opinions. It's kind of tricky on mandatory arbitration, because the mandatory arbitration isn't going to produce necessarily the body of opinions that give us comfort to rely on it. So it's going to be interesting to see how comfortable people get with this, whether there are any actual challenges or decisions that see the light of day.
Nick Burns: Well, yeah, that's exactly right. And that's the tension. And it leads really to this next provision that I think is probably the one that's most likely to be challenged, which is the jury trial waiver. So SB 29 does authorize waivers of a jury trial for these kinds of internal entity claims. Now, the Texas Constitution does provide a right to a jury trial. You can negotiate a waiver of that. The Texas Supreme Court has held that for 20-plus years now, in the In re Prudential Insurance Company of America case. But that's different. In that case, those parties bargained for and chose to waive their right to a jury trial. What we're talking about here is a charter provision that binds shareholders who perhaps voted no, people who bought on the open market afterward and never saw this waiver, index funds holding because a committee in another state added the stock to a benchmark. People who have never seen this before becoming shareholders. And how does that comport with the standard for waiving a jury trial, a knowing and voluntary waiver? How does that apply to someone whose only act was a market purchase through a broker? That's a question to be determined. I think it'll be an interesting one. But if it holds, what it buys you is a bench trial in front of a business court judge, which may be what the defendant would have chosen anyway. And that's part of why this may matter less than it looks. But of everything in SB 29, this is the provision I would least want to be the test case on. I would expect a challenge, and I would expect it in a case where the underlying facts are bad for the company, such as, like I was just talking about, perhaps an index fund or someone who just bought it on the open market and never saw this. Because that's how these cases typically go.
Chuck Kraus: So the interesting question, I guess, Nick, is the bundling one. And we'll talk about this a little bit as we're seeing companies make different choices. There's kind of a menu now available in Texas of all these protections, and the companies that are being successful are being selective in which of the menu items they put forward. One of the things that's interesting to think about from a litigation perspective is if you put the jury trial waiver in there, and you have other provisions, such as one of the ones we'll talk about next, a forum selection clause: if the jury trial waiver is found to be unconstitutional, does it also throw out the forum selection, because they're both tied together? Or do you think there could be a severing of those issues?
Nick Burns: I think you could sever it. I think it's very realistic for a court to say, hey, this jury trial waiver is unconstitutional, or throwing it out, but forum selection clauses, I think, are fairly routine. On one hand, with the jury trial, you're dealing with a constitutional right that's in the Texas Constitution. Forum selection is not a constitutional right. And so I think they're going to be fundamentally different. I wouldn't be surprised to see a court say no on the jury trial, but forum selection is okay.
Chuck Kraus: Yeah. I think the one that gets the most headlines is the one we'll talk about next, the 3% derivative threshold. And it's been popular in conversation because of some of the just astronomically large companies that have opted into it, like Tesla. Brian, you had some stats on that.
Brian Elliott: Well, yeah. I mean, if you just put it in perspective, if you've got a $5 billion company, a 3% floor is $150 million. That's a large position. So it's going to effectively segment out any minority shareholder. Then you start to get into the dynamics of building a group of shareholders that can bring a derivative action, right? Which changes the dynamic of what that case looks like.
Nick Burns: Yeah, exactly. I mean, it's a standing bar. This is the first hurdle. You don't get to demand futility, merits, discovery, if you don't clear this bar first. So either you're in or you're out on this bar. The question, though, that's being discussed is: can you aggregate? Can you get a group of shareholders together to create that 3% block? That's a project on its own, with its own disclosure and coordination costs. But that is a question. This is also tough because you've got to hold ownership through the wrong, and you've got to hold it through the case. And so where the pressure goes instead, and this is what boards should hear, is SEC Rule 10b-5. There's no ownership threshold. There's no state standing bar. You then have federal discovery. And this 3% floor that we're talking about here doesn't touch it. So direct claims get pleaded to dodge this derivative characterization, which means you have more fights over the derivative versus direct line. And so the claim doesn't disappear. It just changes shape and moves to a forum, say federal court, that perhaps you didn't choose or maybe you don't want to be in.
Chuck Kraus: Yeah. So it's interesting for boards, then, to weigh the decision to opt in or opt out of this. We had a couple of cases this summer: ArcBest, their move passing; Texas Capital failing. And I think the advice for boards is you really need to have a conversation and understand your shareholder base, and whether they're going to accept or reject this particular provision and the limits around it, and who in your shareholder base would be excluded based on this 2% ownership requirement.
Brian Elliott: Right. And I think that this goes back to our prior episode wrapping up what's been going on in the Texas business courts. These issues that we're talking about really are threshold issues, right? And that's why all the activity in the Texas business courts these days is about these threshold issues: who has standing, who gets in the front door of the courthouse. Because these are the important provisions that give Texas the advantage under the statute.
Brian Elliott: So let's talk about which courthouse steps we're on. Let's go to the last one, which is exclusive forum, and how to think about that choice.
Nick Burns: Yeah. So of these four provisions that we're talking about, this is going to be the most settled of all of them: routinely enforced, fairly low controversy. But the wrinkle, the structural wrinkle that everyone is dealing with here, is the business court has limited jurisdiction. There's certain thresholds; you have the amount in controversy. Not every claim is going to qualify for business court jurisdiction. So what happens then if you have claims that don't qualify for business court jurisdiction, but that's the forum you have selected? The fix to that, we think, is you designate the business court where it would have jurisdiction, say $5 million or more in dispute, but then you name a fallback, essentially an option B, which would be a state district court in a specific county, maybe where you're based, that you would be in if the business court doesn't have jurisdiction. In the last episode we were talking about the Radical Hoops case. That's the Dallas Mavericks case that dealt with a Rule 202 pre-suit petition and the definition of "action." What is an action? The court there decided that a Rule 202 pre-suit petition is an action. That's something for businesses to think about, because I think a lot of us maybe breeze past "action" and what that means. But it's something to consider: do you want to explicitly call out something like a Rule 202 petition and say, if that's brought, it needs to be in the business court, with the caveat that the business court would have jurisdiction over the eventual claim? A couple other brief points. The federal claims that could be relevant here can't be routed to state court. And then also, the contradiction that no one has really cleaned up is charters carrying both mandatory arbitration and an exclusive forum clause, kind of out of sync. So you have two clauses claiming the same territory, which produces a threshold fight before anyone reaches the merits, which gets expensive. So I think clarity going forward is going to be really crucial here.
Brian Elliott: So we have these provisions. Let's say we take them and we put them all into a single charter. What does that look like? What are the company decisions that are going to be made here?
Nick Burns: So from a litigation perspective, I think all of these on their own are lawful, defensible. If it's something you want, then I think it's certainly something you can include and consider. Together, all of them: the shareholder has no class action, no jury, no derivative standing, no discovery as far as it relates to text messages, emails, social media. You have a private proceeding and no published opinion in the end. When you're on defense, I mean, that sounds like a win until it's not. As Chuck mentioned earlier, courts respond to what looks like a closed system. The provision that gets struck is rarely the worst one. It is the one in front of a judge who's looking at the whole charter and does not like what they see. And when you are concerned about a new body of case law that's developing, if you're exclusively in arbitration, how do you develop that case law? And so ultimately where I come out on this is you take the attorney's fees limits, which cut off some of these actions, and then the codified business judgment standard. And then I would certainly think hard about taking all of these. To Chuck's point earlier, this is a menu, not a requirement that all of these be taken. As I talked about specifically as it relates to the jury trial waiver, some of these you may want to think a little more about, if you want to be the test case for those.
Chuck Kraus: Yeah. I think everyone points to SpaceX as the proof point that it's possible. My personal view is that's the outlier case, just because of the circumstances around it; we could go into all the details there. But I think that's going to remain sort of a singular example where everything came together and you could bundle all of it together. I think the more successful approach companies should take, and you're going to see them, is picking selectively off the menu, not tying together all of these provisions. It had, for example, a dual class vote. You had remaining voting control, even though the economics were not. You had a singular person holding 42% of the economics, but 82 to 85% of the voting power. There were lots of big eyes taking a look at that, and it was really a shocking result. So I think comparatively, you're going to see companies take a more nuanced approach, conversing with their shareholders, understanding which particular provisions make the most sense. Nick, that's the transactional version. How do you think about the litigator's version of that?
Nick Burns: Well, I think dual class plus these four provisions is more multiplicative than it is additive. Dual class removes the vote, so the courtroom is not the only remaining check. Then the four provisions close the courtroom. A governance system needs one working accountability model. So boards should pick which one they leave open, I think deliberately, whether that's the court or arbitration, for example.
Brian Elliott: But let me put this in context here. Just because a company moves to Texas, or we're starting in Texas, it doesn't mean that we are committing to any one path. We're not selecting the Texas Stock Exchange necessarily. We don't need to accept Texas venue. We can deliberately look at these things in the context of what makes sense for the company. I think that's what we're discussing. On one side, we've got a decision about what litigation regime we want to accept: what courts do we want to be in? On the other side, it's about access to capital. It's about liquidity. It's about really shaping the future of the corporation. These conversations are interrelated, but one isn't dependent on the other.
Chuck Kraus: Right. I think that's right. So coming into the boardroom, there really needs to be, in any event now, a deliberate conversation, coming back to the first point. It's no longer just a default assumption. Whatever your decision, you need to document that you examined it and you came to a reasoned decision. I think what you're going to find is that bundling all of these together without the analysis is probably the way it fails. In the situation of ArcBest and Texas Capital Bancshares, you had ISS and Glass Lewis opposed to both of those. However, ArcBest passed because it opted out of the derivative threshold and it asked for the move separate from that. Texas Capital failed because it had bundled the move with the 3% shareholder proposal threshold. I think the other really important point for the board is that it needs to document the rationale contemporaneously, not just drafting in the circular, but leading up to the decision to put something forward in the circular. The other point is making sure that you're talking to your D&O insurers up front, getting their feedback about what if we put this limitation in, what if we don't, and getting their understanding. And then, Nick, to your benefit, I think the other important thing is really bringing litigation counsel into the room when you're having these conversations about what charter provisions to pick, and really understanding the implications of making a decision to include a provision or not include a provision.
Nick Burns: Yeah, that's exactly right. One thing on the D&O insurance that you mentioned is carriers price the litigation regime, and the answer is not automatically a lower premium. Perhaps you might have fewer suits, but each is a bench trial or private arbitration with no appeal, and those take different risk shapes. So you'll want to bring the charter provision to the renewal conversation with your carrier, and don't let the broker find out about this via proxy.
Chuck Kraus: 100%. And then coming to the private company angle, there's three important things to think about. For a private Texas company, Texas operations, Texas investors, I think the Delaware default mentality was really about, number one, acceptability to prospective venture investors, and about the exit. And I think what you're going to see is that default assumption has weakened. As I said, companies need to be more contemplative about it. If you're pre-institutional money, Texas-based, Texas is now a defensible default rather than a red flag. I think the more cases we see are going to bear that out. I think if an IPO is plausible in the next two to four years, then setting up the domicile appropriately is part of the IPO readiness question, asking yourself: will the public markets accept the package that we've put forward, and what will our existing shareholders' response be to that? The last thing you want is you go public and your shareholder base rejects the choices you've made, and all of a sudden you have downside selling pressure on the stock.
Nick Burns: Right. Yeah, and you're talking about IPOs. One thing I wanted to flag for private companies as we talk about these provisions is arbitration and forum clauses tend to matter more in these closely held companies, because that's where deadlock and oppression fights tend to come up. And yes, a jury waiver in a negotiated shareholder agreement is the Prudential fact pattern. That's on much firmer ground than the public charter version that we were discussing earlier, where maybe you have a purchaser on the open market who never saw this agreement in the first place.
Brian Elliott: I think that's exactly right. I think what I'm hearing here, Chuck, is we used to have just the reflexive answer: everybody goes to Delaware, that's where the law is, we've established it. Now we've got choices, so it's not necessarily automatic, but there's a timing issue. It's when do you want to make these changes? What do you have planned for your corporation coming up? You don't want to be doing this in the middle of a financing round. You want to think about it ahead of time and make sure you get in front of it, so we've got the litigation regime and the access to capital all worked out ahead of time.
Chuck Kraus: I think that's completely right. I would say this is absolutely not a line item on a checklist that you only think about after you've hired the bankers. This is something that needs to be part of the conversation in the boardroom, way ahead of time, in the private company context. I think what we're saying is, for most companies, this is really not a close call in either direction. I think the boards that are getting into trouble are the ones that are treating it just as a checklist statement, instead of a really well-grounded, well-thought-out decision. It's really a complex legal question that needs to have a documented, thought-out answer, and there's no simple right or wrong. You need to be thinking about: what are your litigation exposures? Who are your shareholders? What is your overall D&O profile, and what will your carriers say? Most importantly, are you going to be able to show your work when it matters?
Brian Elliott: Well, we should remember, moving to Texas isn't a mandate. We've got choices. We're going to help our clients through those choices and understand where they want to go with it. Any other thoughts to wrap this up?
Chuck Kraus: Well, I just want to say thanks to Nick for coming back on. I think you're becoming a regular part of this. Again, a shout out to the SMU Corporate Governance Initiative and the Reincorporation Index. We'll put a link in the description, but there's lots of great live tracking data there. We're just going to continue to monitor these reincorporations as they happen. We're going to continue to monitor cases out of the Texas business courts and do monthly updates. But for now, this is Y'all Street Law, and thanks, everyone, for listening.
Brian Elliott: Thanks for tuning in to the Scale LLP Y'all Street Law Podcast. We hope you enjoyed today's episode and found it valuable. If you liked what you heard, don't forget to subscribe and leave us a review. For more insights and updates, visit scalefirm.com or follow us on LinkedIn. Until next time, we'll see y'all later.