Exxon seeks to move legal home from New Jersey to Texas
Oil giant ExxonMobil announced it intends to drop its New Jersey corporate registration and redomicile in Texas, citing the Lone Star State’s business-friendly legal environment and after years of shareholder and climate-related legal battles.
The company on Tuesday said its board of directors unanimously recommended shareholders approve changing the company’s legal domicile from New Jersey to Texas, saying aligning ExxonMobil’s legal home with where its leadership and core operations have been based since 1989 will benefit shareholders.
"Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value," Darren Woods, ExxonMobil chairman and chief executive officer, said in a statement.
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"Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important," Woods said.
If approved by shareholders, Exxon would become the latest high-profile company — including SpaceX, Tesla and Coinbase — to register in Texas as the state markets itself as a corporate-friendly alternative to traditional incorporation hubs.
In recommending the move, Exxon said its board considered Texas’ legal and regulatory environment, including its modernized business statutes and the Texas Business Court, which is designed to resolve complex disputes efficiently. When corporate decisions are challenged, Texas courts are required to apply clear, statute-based standards, the company said.
The move comes after years of high-profile clashes with activist investors and climate-focused shareholder campaigns.
New Jersey officials sued Exxon, Chevron and other fossil-fuel companies in 2022, alleging they contributed to climate change and forced the state to spend billions cleaning up after major natural disasters such as Superstorm Sandy and Hurricane Ida. The suit was dismissed last year.
Exxon has also faced years of high-profile clashes with activist investors and climate-focused shareholder campaigns.
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In 2021, activist hedge fund Engine No. 1 won three seats on Exxon’s board in a proxy fight centered on the company’s climate strategy. Exxon later sued activist investors in 2024 over climate-related shareholder proposals, arguing they were attempting to abuse SEC rules governing proxy resolutions. The company has repeatedly pushed back against shareholder proposals seeking stricter climate disclosures, emissions targets and changes to its long-term fossil fuel strategy.
Exxon said the proposed redomiciliation will not affect business operations, management, strategy, assets or employee locations.
Around 30% of ExxonMobil’s global employees are located in Texas, while approximately 75% of its U.S. workforce is based there.
ExxonMobil’s legal domicile change will also not reduce shareholder rights, the company said, noting that the board determined that shareholder rights under Texas law are largely comparable to those under New Jersey law, and in some areas, stronger.
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ExxonMobil said it has no plans to adopt elective provisions under Texas law that would diminish shareholder rights currently in place.
ExxonMobil’s connection to New Jersey is largely historical, dating back to the 1882 incorporation of Standard Oil of New Jersey. The company’s board has not held a meeting in New Jersey for more than 40 years.
Reuters contributed to this report.