USA – TEXAS Trends and Developments Contributed by: Kenneth “KJ” Johnston and Blaine Grant, Phelps Dunbar LLP
energy reliability, infrastructure, securities markets, and corporate governance, Texas is actively legis - lating and regulating. While its approach may differ from California, New York, or the federal government, it acts proactively. Practical takeaways for companies entering or expanding in Texas Companies operating in Texas in 2026 should view the state as a strategic legal market, not just an operat - ing location. Several considerations are increasingly important. • First, companies should review governance docu - ments. Texas entities and companies considering Texas formation or redomestication should evalu - ate forum-selection clauses, jury waiver provisions, derivative-action procedures, director and officer protections, shareholder proposal mechanics, indemnity provisions, and approval requirements for significant transactions. • Second, companies should draft commercial contracts with a dispute forum in mind. The Texas Business Court and Fifteenth Court of Appeals should be part of the litigation-planning conversa - tion for high-value commercial relationships, espe - cially where governance, fiduciary duty, invest - ment, acquisition, finance, or major commercial disputes may arise. • Third, capital markets decisions should be integrat - ed with corporate-governance decisions. Texas- based exchanges and dual-listing options may create opportunities, but they also require careful consideration of investor expectations, securities law compliance, public company governance, and communications strategy. • Fourth, power and infrastructure diligence should move to the front of the project schedule. For data centres, manufacturing facilities, energy-intensive operations, and major real estate developments, power availability and interconnection risk may be as important as land, labour, and incentives.
• Fifth, privacy and technology compliance should be addressed early. Texas privacy law can apply to companies outside Texas that do business with Texas residents. Consumer data practices, vendor contracts, and data protection assessments should be reviewed before launch, not after a complaint or regulatory inquiry. • Sixth, local execution matters. Texas affords nota - ble opportunities, but projects often succeed or fail based on local infrastructure, permitting, communi - ty participation, workforce availability, environmen - tal constraints, and political relationships. Conclusion Texas remains an important business jurisdiction in the United States. However, in 2026, its story extends beyond population growth, relocations, and advanta - geous tax policy. The state is developing a more com - prehensive business-law platform. The Texas Business Court and Fifteenth Court of Appeals are changing the dispute-resolution landscape. Corporate-law reforms are strengthening the state’s pitch to boards, inves - tors, and public companies. Texas-based exchange infrastructure is giving substance to the “Y’all Street” narrative. ERCOT’s large-load planning reflects the reality that economic growth now depends on power capacity and transmission planning. Starbase shows how Texas can attract frontier industries while still call - ing for careful navigation of federal, state, and local law. Privacy regulations show that the state is willing to actively regulate in areas it considers important. For companies, the opportunities are considerable. How - ever, success in Texas now requires more than simply establishing operations. The optimal approach is to align legal structure, governance, dispute planning, capital strategy, infrastructure diligence, and regula - tory compliance from the outset. Texas is open for business. In 2026, success also depends on appre - ciating the legal infrastructure the state is building to support business activity.
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