Anti-Woke Corporate Governance

In the modern era, corporate law has not been viewed as particularly partisan. To some extent, this is likely due to the fact that Delaware, the dominant state for the generation of corporate law, has built nonpartisanship into its corporate law design. Recently, however, Texas has begun to position itself as a competitor to Delaware by offering an explicitly conservative corporate governance platform. The approach has had some success, drawing big name companies to the state such as Exxon, Dell Technologies, and Coinbase. This Essay, written for SMU's Irving L. Goldberg Symposium: Welcome to Y'all Street: Texas Corporations and Texas Shareholders, will discuss the background and nature of Texas's strategy, as well as the risks and benefits of red state/blue state corporate governance, both to corporations and to the corporate chartering system in general.