Opinion: #DEXIT

As Companies Leave Delaware, Texas Aims to Become Premiere Destination for Business Incorporations

Author

Glenn Hamer
March 14, 2025

The Lone Star State isn’t just open for business – it’s setting the gold standard: For the 13th consecutive year, we’ve won the Governor’s Cup for the most economic development projects, proving that no other state matches our momentum. 

Meanwhile, as corporations are fleeing Delaware in what can only be described as a #DEXIT, Texas stands to capitalize on an opportunity to attract even more business incorporations.

SB 29 by Senator Bryan Hughes and HB 15 by Representative Morgan Meyer are catalysts for yet more economic growth, ensuring Texas becomes the unrivaled ‘Headquarters of Headquarters.’

These critical bills would amend the Texas Business Organizations Code (BOC) to provide greater certainty and clarity in corporate decision-making reviews, strengthening the Texas-sized magnet pulling business enterprises from across the nation and globe to incorporate here. 

Earlier this week, I had the privilege of testifying before the Texas Senate Affairs Committee as well as the Texas House Committee on Judiciary & Civil Jurisprudence, where I highlighted the immense economic advantages and business opportunities the legislation will unlock. These bills sets their sights on making Texas the premier destination for legal incorporation. The proposed amendments to BOC will clarify how our courts review corporate decisions – fortifying businesses against opportunistic legal claim and ensuring their choices are safeguarded.

The bottom line? Delaware has dropped the ball. With Texas’ long-standing pro-business environment, we are seizing the moment to capitalize on their missteps by codifying our business judgment rule and shielding incorporated businesses from costly, frivolous litigation. 

Just last week, Governor Greg Abbott emphasized the importance of this moment to harnessing the full potential of Texas’ pro-business regulatory climate in a column for the Wall Street Journal:

“Businesses domiciled in Delaware have a choice to make. They can stay and be subjected to increasingly unpredictable theories of liability. Or, like Americans before them, they can come to Texas. Unlike Delaware, the Lone Star State is open for business.”

“In 2023, I signed a law establishing the Texas Business Court—the state’s first new court system in more than half a century—to specialize in corporate governance disputes, derivative actions and complex commercial transactions… Texas’ Supreme Court, where any business appeals may ultimately land, is second to none.”

SB 29 and HB 15 are all about supercharging Texas' business-friendly environment, building on our favorable incorporation laws and specialized business courts. Paired with our pro-business atmosphere and new Texas Business Court system, these bills send a resounding message to companies, especially those fleeing regulatory landmines in Delaware and California: Texas is the place to be. As businesses flock to re-incorporate in the Lone Star State, we will experience a job-creating, innovation-driven future that will keep Texas firmly entrenched atop the economic ladder.

As Texans for Lawsuit Reform (TLR) Chairman Dick Weekley said following the introduction of SB 29 and HB 15:

“This critical legislation will further solidify Texas as the nation’s leader in business and economic development—and will draw even more companies to Texas, empowering them to create jobs and continue the Texas Miracle. TLR applauds Senator Hughes and Chairman Meyer for their strong leadership and for their commitment to business excellence in the state.”

SB 29 and SB 15 would cement Texas as the ultimate destination for business domestication. These bills deliver unmatched legal protection that will ease concerns found in states like Delaware that drown businesses in bureaucratic red tape. These bills would make Texas a far more reliable alternative to Delaware, whose laws have grown inconsistent and unpredictable.

These bills wouldn’t just sustain growth, but supercharge it by setting an even higher standard as the nation’s premier destination for business incorporations.

Glenn Hamer, President & CEO, Texas Association of Business

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