Summary of Recent Changes to Delaware, Nevada, and Texas Corporate Law

• This memorandum follows our prior memos of February 18, 2025 and March 28, 2025 to provide updates on further changes that Delaware, Nevada, and Texas are implementing or considering in order to establish a clear and efficient corporate legal framework and encourage companies to incorporate there.
• In varying degrees of scope and specificity, the recent legislation in all three states provides welcome clarity and certainty on important issues for many corporations, including the standards for director independence and/or disinterestedness, and the review of transactions involving controlling stockholders.
• Although it remains to be seen what effect these recent reforms in Delaware, Texas, and Nevada will have on many corporations’ chosen domicile, it is increasingly clear that these three states will seek to attract corporate directors, officers, and stockholders by adopting substantive and procedural mechanisms that improve the stability and predictability of their corporate law and reduce litigation risk.

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