Jurisdictional arbitrage & the shareholder-rights race to the bottom Race to the bottom — cheaper domicile, thinner recourse

2026-AUG-07 — Salzman (Barron's, "The New Wild West"): Texas' pitch has moved from payrolls to legal domicile and listing venue — Tesla reincorporated after Delaware voided Musk's $56B package; Texas lets companies block sub-3% holders from shareholder proposals and certain suits, curbs proxy advisors, and routes disputes to its own business courts (SpaceX's bylaws do so, conceding it "may discourage lawsuits"; Latham & Watkins: "significant hurdles on prospective plaintiffs bringing derivative lawsuits"). Nevada and Delaware have both followed with rules making evidence harder to gather — "it has created a race to the bottom" (AFR's Natalia Renta). Venue competition is so far cosmetic — Dallas' three exchanges together are <1% of US equity volume and Nasdaq Texas trades run on East Coast wires — except for the Nasdaq-100 15-day fast track. Screening implication: check state of incorporation and exclusive-forum bylaws as a recourse-risk factor.