USA – TEXAS Trends and Developments Contributed by: Kenneth “KJ” Johnston and Blaine Grant, Phelps Dunbar LLP
review their governing documents to ensure compli - ance with the new statutory environment, including exclusive-forum provisions, jury waivers, indemni - fication and exculpation clauses, derivative-action procedures, shareholder-meeting mechanics, and approval thresholds for significant transactions. Public companies have additional considerations. Texas now allows certain nationally listed corporations to opt into stricter requirements for shareholder proposals. These provisions may appeal to companies concerned about shareholder activism, environmental or social proposals, or proxy-season costs, but call for care - ful analysis. Investor expectations, exchange rules, federal securities law, proxy-advisory firm positions, and shareholder-relations strategy remain important. Not every company should become a Texas entity, but the question is now more relevant than ever. Texas is moving beyond branding and is building a legal infra - structure to compete for corporate decision-making authority. Y’all Street and the rise of Texas capital markets The term “Y’all Street” reflects a genuine trend, despite being more of a slogan than a legal doctrine. Dallas, along with the broader Texas market, is increasingly positioned as a financial centre, supported by new exchange infrastructure and a growing capital mar - kets presence. The Texas Stock Exchange is part of the state’s effort to provide a Texas-based alterna - tive in public markets. NYSE Texas has launched as a Dallas-based electronic equities exchange, and Nas - daq Texas now offers dual-listing functionality. These developments give Texas a more prominent role in public-company listing, trading, issuer relations, and corporate identity. A Texas listing option may affect investor communications, corporate governance choices, exchange compliance planning, sharehold - er proposal strategy, and the wider decision about whether to align a company’s legal identity, opera - tional headquarters, and public-market presence. These exchange developments complement the state’s corporate-law reforms. Texas is pursuing an integrated approach including corporate law reforms, specialised courts, an appellate structure, exchange infrastructure, and a business climate designed for public companies, private equity sponsors, family offices, lenders, and emerging-growth businesses.
Texas is unlikely to replace New York as the centre of US capital markets or displace Delaware’s dominance in public-company governance. However, companies now have more options, which should be evaluated strategically rather than by default. For companies with a significant Texas presence, new questions have become more prominent: should the company remain incorporated elsewhere or consider forming or redo - mesticating in Texas? Should it pursue a Texas-based or dual listing? Should the governing documents be updated to comply with Texas law? Should commer - cial contracts account for the Business Court? Should investor-relations teams be prepared to explain the benefits of a Texas-based governance structure? These questions go beyond legal considerations and intersect with finance, investor perspective, and busi - ness identity. Power, data centres, and the new infrastructure diligence Texas’s growth increasingly depends on the elec - tric grid. While site-selection analysis has tradition - ally focused on land, labour, incentives, logistics, and taxes, many projects – especially data centres, advanced manufacturing, cryptocurrency facilities, hydrogen projects, and oil-and-gas electrification – now prioritise whether reliable power can be secured on a commercially viable timeline. ERCOT’s long-term planning illustrates the scale of the challenge. Texas sees significant projected load growth, largely from data centres and other major electricity users. Even if not all proposed projects are built, large-load inter - connection has become an important factor for eco - nomic development. The state has responded with a more organised process for evaluating large-load interconnection requests. ERCOT’s Batch Zero pro - cess groups qualifying projects for collective study, permitting more coherent evaluation of demand, reli - ability, and transmission needs. This approach distin - guishes mature projects from speculative ones and provides developers, utilities, and regulators with a clearer planning path. For companies, this shift affects deal diligence. Agreements for large Texas projects should not treat power as a routine utility condition. Power availability, interconnection status, transmis - sion constraints, curtailment risk, private generation, behind-the-meter arrangements, water use, envi - ronmental permitting, and cost allocation may all be
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