USA – TEXAS Trends and Developments Contributed by: Soren Lindstrom, Pierson Ferdinand LLP
ties are sophisticated and the contract is clear, Texas decision-makers tend to treat govern - ance provisions – drag-along, buy-sell, remedies, arbitration – as the deal the parties actually made. Primexx is the clearest example. • Process provisions are not “soft”. Notice, elections, timelines, and procedural preconditions can drive outcomes ( Crain ). • Fraud claims remain potent but timing and proof matter. Claims tied to Stock Purchase Agreements and due diligence often become fights over accru - al, discovery, and concealment ( Riverside ). • Forum strategy is becoming more Texas-specific. As the Texas Business Court builds precedent and gains credibility, forum selection will be a more active negotiation point, particularly for Texas- headquartered companies deciding whether to incorporate in Texas and keep disputes “at home.”The Texas Stock Exchange: Why a New Stock Exchange Matters to M&A Texas’ “corporate ecosystem” strategy is not com - plete without capital formation. The Texas Stock Exchange (TXSE) adds a new dimension: it is aimed at being a national exchange headquartered in Dallas, Texas and positioned as a competitive alternative to the NYSE/Nasdaq. The SEC approved TXSE’s Form 1 registration on 30 September 2025. Public reporting around TXSE has described a goal of beginning trading by early 2026 and attracting listings in high-growth Texas-heavy sectors (energy, tech, manufacturing), while empha - sising competitive dynamics in the exchange market. TXSE matters to deal lawyers because: • more competition in listing venues can influence IPO readiness and exit optionality, especially for mid-market Texas companies;
• a credible Texas exchange could change how sponsors think about timing liquidity, dual-track processes, and public-company governance plan - ning; and • even if TXSE’s early market share is modest, the signalling effect is meaningful: Texas is building incorporation, specialised courts, and capital mar - kets as one integrated story. Bottom Line: Why Texas M&A Feels Different Right Now Texas is increasingly competing on the full lifecycle of a company: • companies can start and scale in a large, diversi - fied economy; • entities can incorporate under a modernising cor - porate code designed to rival Delaware’s attrac - tiveness; • disputes can be litigated in a specialised Texas Business Court that is rapidly producing opinions on governance and deal-adjacent disputes; • capital can be raised and exits executed amid an emerging Texas-based exchange ecosystem; and • wealth and liquidity planning can take place against a backdrop of constitutionally reinforced tax constraints, including no personal income tax without a statewide vote and explicit constitutional bans on capital gains and estate/inheritance taxes. For M&A practitioners, the practical implication is that Texas is no longer merely a venue for operating companies. It is increasingly a venue for entity choice, governance architecture, dispute planning, and exit strategy. As the Texas Business Court’s precedent grows, Texas M&A law will become easier to model in advance.
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