From the Journal:
Most of the explicit legal differences between Delaware and Texas are minor, corporate attorneys said, echoing Tesla’s argument that the states’ laws are substantially equivalent.
“There are minor differences ,” said Stephen Bainbridge, a law professor at the University of California, Los Angeles. “Most of those are technical, and likely to come into play in relatively few circumstances.” Mergers, for example, can require a higher shareholder vote in Texas, while it is harder for a shareholder to inspect a company’s books there, he said.
One of the biggest advantages Delaware has: extensive precedents on nearly every facet of corporate law, giving boards and attorneys a better sense of likely outcomes and how to make their cases. “It’s much harder for anybody to predict how Texas courts are going to rule,” Bainbridge said.
