Shane Goodwin, PhD

Finance Professor at @SMUCox | Law Faculty at @SMULawSchool♦ Corporate Director ♦ Expert Witness on Corporate Governance ♦ Former M&A Investment Banker

[Shane Goodwin, PhD @ShaneGoodwin]

In 2025, my work spanned the boardroom, courtroom, legislature, and classroom—each influencing the others in real time.
𝟮𝟬𝟮𝟱 𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀:
🏛️ 𝗕𝗼𝗮𝗿𝗱𝗿𝗼𝗼𝗺 – 𝗦𝘁𝗿𝗮𝘁𝗲𝗴𝗶𝗰 𝗚𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲
Served as Governance Advisor to Tesla’s Special Committee of the Board. Guided fiduciary compliance under Texas law for the groundbreaking $1 trillion 2025 CEO Performance Award—overwhelmingly approved by shareholders, validating rigor, alignment, and legitimacy.
⚖️ 𝗖𝗼𝘂𝗿𝘁𝗿𝗼𝗼𝗺 – 𝗙𝗲𝗱𝗲𝗿𝗮𝗹 𝗘𝘅𝗽𝗲𝗿𝘁 𝗧𝗲𝘀𝘁𝗶𝗺𝗼𝗻𝘆
Delivered expert testimony in landmark cases:
• DOJ v. @Google – M&A and governance implications of antitrust remedies
• VLSI v. @intel – Private equity structures in multi-billion-dollar patent litigation
• National Instruments Securities Litigation – Hostile M&A dynamics in Emerson’s $8.2B bid
📜 𝗟𝗲𝗴𝗶𝘀𝗹𝗮𝘁𝘂𝗿𝗲 – 𝗣𝗼𝗹𝗶𝗰𝘆 𝗥𝗲𝗳𝗼𝗿𝗺
Invited expert witness for Texas’s 89th Session (SB 29 & HB 15). Helped modernize fiduciary standards, codify the business judgment rule, and establish the Texas Business Court—positioning Texas as a true jurisdictional rival to Delaware.
🎓 𝗔𝗰𝗮𝗱𝗲𝗺𝗶𝗰 𝗟𝗲𝗮𝗱𝗲𝗿𝘀𝗵𝗶𝗽
As Executive Director of the SMU Corporate Governance Initiative and Editor of The Hilltop Forum, we advanced rigorous dialogue on governance, M&A, and policy.

One lesson echoed across every setting: Rigor, independence, and process matter most when the stakes are highest.

Grateful to the directors, counsel, policymakers, and colleagues whose partnership makes this work possible.

Onward to 2026—committed to thoughtful governance and institutions that endure.

#CorporateGovernance #MergersAndAcquisitions #PrivateEquity #Antitrust #ExpertWitness #FiduciaryDuty #TexasLaw #BoardLeadership #CapitalMarkets #SMUCox @SMUCox @SMULawSchool

[Shane Goodwin, PhD @ShaneGoodwin]

@TeslaBoomerMama Thank you Alexandra.

[AleXandra Merz 🇺🇲 @TeslaBoomerMama]

⚖️
Texas

Great article by @ShaneGoodwin

https://t.co/d1ojOkxWyd

[Shane Goodwin, PhD @ShaneGoodwin]

Please see my latest article in @BLaw. 𝗧𝗲𝘅𝗮𝘀 𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗹𝗮𝘄 𝗶𝘀𝗻’𝘁 𝗰𝘂𝘁 𝗮𝗻𝗱 𝗽𝗮𝘀𝘁𝗲—𝗶𝘁'𝘀 𝗮 𝗵𝗶𝗴𝗵𝗹𝘆 𝗰𝘂𝘀𝘁𝗼𝗺𝗶𝘇𝗮𝗯𝗹𝗲 𝗺𝗲𝗻𝘂 𝗼𝗳 𝗴𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 𝗼𝗽𝘁𝗶𝗼𝗻𝘀.

So how did @exxonmobil win its reincorporation vote despite formal opposition from proxy giants @issgovernance and @GlassLewis? They won through shareholder reassurance.

@Dell is ordering something completely different from the Texas menu, explicitly itemizing provisions such as the new derivative standing threshold.

For boards and investors, the lesson is clear: you shouldn't just "copy Exxon" or "copy Dell." Understanding the economic nuances between the shareholder proposal threshold and the derivative standing threshold is critical. Moving forward, the mandate is to vote on the specific governance package, not just the state name.

#CorporateGovernance #BoardOfDirectors #ProxySeason #Exxon #Dell #TexasBusinessLaw #DExit #CorporateGovernance #TexasLaw #BusinessLaw #SMUCGI @SMULawSchool @SMUCox

https://t.co/7yVa6zYVvG

[Shane Goodwin, PhD @ShaneGoodwin]

𝗧𝗲𝘅𝗮𝘀 𝗿𝗲𝗶𝗻𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗶𝗼𝗻𝘀 𝗮𝗿𝗲 𝗖𝗿𝗼𝘀𝘀𝗶𝗻𝗴 𝘁𝗵𝗲 𝗖𝗵𝗮𝘀𝗺.
That's the framework @geoffreyamoore used to describe how a category moves from innovators to the mainstream — and it's the clearest lens on what is happening in U.S. corporate law.

This month, eight companies will vote to redomicile from Delaware to Texas. Combined market value: ~$290 billion. The anchor is @Dell on June 25. Around it: @FirstCash_Corp, @WeatherfordCorp , @flyarcher, @Dream_Finders, @naturalgasuk, @AerSale, @SprucePower. The breadth is the story.

Map the diffusion curve:
▸ 2024 — Innovators: @Tesla, @SpaceX
▸ 2025 — Early Adopters: @coinbase, @Dillards
▸ 2026 — Early Adopters at scale: @exxonmobil + the June cohort
▸ 2027 — if the pattern extends, the Early Majority begins.

By the close of this month, more than 25 companies — over $4 trillion in aggregate market value — will have committed to leaving Delaware for Texas since June 2024. That's not noise. That's a category crossing Moore's chasm.

𝗗𝗼𝗲𝘀 𝘁𝗵𝗶𝘀 𝗰𝗿𝗼𝘀𝘀 — 𝗼𝗿 𝘀𝘁𝗮𝗹𝗹 𝗮𝘁 — 𝗠𝗼𝗼𝗿𝗲'𝘀 𝗰𝗵𝗮𝘀𝗺?
#CorporateGovernance #Delaware #Texas #Reincorporation #DExit #SMU #SMUCox #SMUDedman #CorporateLaw @SMUCox @SMULawSchool The Hilltop Forum at SMU @ShaneGoodwin

[Shane Goodwin, PhD @ShaneGoodwin]

@TeslaBoomerPapa So pleased to hear this. Great news — for you and Mama

[Senator Bryan Hughes @SenBryanHughes]

Texas is the land of opportunity. There’s no place like it. That’s why we passed SB 29, the DEXIT bill, which paves the way for more companies to choose Texas, bringing more jobs and greater opportunities for families.

Read more: https://t.co/xxHT2JUXXP

[SMU Cox School of Business @SMUCox]

15+ public companies have approved or completed Texas reincorporation since spring 2024. “Y’all Street” is a live governance case study, and through the @SMU Corporate Governance Initiative, faculty helped shape @exxonmobil proxy debate. #YallStreet

https://t.co/zQxr8qFlOm

[SMU Dedman School of Law @SMULawSchool]

Prof. @ProfSautter and Prof. @ShaneGoodwin, were quoted in a recent Financial Times article, “ExxonMobil Texas move ignites battle over shareholder rights.”

Read More: https://t.co/SfEmkReceb

[Shane Goodwin, PhD @ShaneGoodwin]

📰 𝗘𝘅𝘅𝗼𝗻𝗠𝗼𝗯𝗶𝗹 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿𝘀 𝗮𝗽𝗽𝗿𝗼𝘃𝗲𝗱 𝗿𝗲𝗶𝗻𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗶𝗼𝗻 𝘁𝗼 𝗧𝗲𝘅𝗮𝘀 — over the explicit recommendation of both @issgovernance and @GlassLewis. And it was not close: 71.3% support. That matters.

It matters because the @exxonmobil vote shows that shareholders can separate the rhetoric from the record.

In my recent article https://t.co/jro1DTTCn6 and my supporting brief https://t.co/RMgBWqt0Rq, I argued that the answer was clear. Texas's opt-in corporate framework gave ExxonMobil the flexibility to design its post-redomiciliation governance precisely as it chose.

Today’s vote suggests investors understood that distinction.

The vote is not the end of the debate. It is the beginning of the next phase.

Texas now has an opportunity to prove that corporate-law competition can be grounded in transparency, predictability, and investor confidence — not merely in labels or assumptions about state law.

[Shane Goodwin, PhD @ShaneGoodwin]

Exxon Wins Shareholder Backing for Texas Move, Defeats Retail Voting Proposal https://t.co/MpefGCkW2g

[Shane Goodwin, PhD @ShaneGoodwin]

ExxonMobil Texas move ignites battle over shareholder rights https://t.co/SF0tGa9roT via @ft
“This is not a board insulated from shareholder influence. It is a board shaped by it,” @SMU professor @ShaneGoodwin

[Senator Bryan Hughes @SenBryanHughes]

The Committee on State Affairs will meet June 23rd to investigate proxy advisors’ violation of Texas transparency law. Lieutenant Governor @DanPatrick has charged the Committee on State Affairs with monitoring the implementation of Senate Bill 2337, which brings transparency to the shadowy operations of proxy advisors. 

Proxy advisors like Institutional Shareholder Services (ISS) and Glass Lewis hold positions of trust for their clients, and that trust is broken when the Proxy Advisors recommend votes that are based on politics, social issues, personal vendettas, or anything other than financial returns. 

Why do proxy advisors believe it’s appropriate to give recommendations without showing whether the rationale for such advice is in the best interests of their clients? We’ll find out at our hearing. #txlege

Read more: https://t.co/LRsYyM9PY9

[Shane Goodwin, PhD @ShaneGoodwin]

𝗪𝗛𝗘𝗡 𝗦𝗖𝗛𝗢𝗟𝗔𝗥𝗦𝗛𝗜𝗣 𝗛𝗔𝗦 𝗜𝗠𝗣𝗔𝗖𝗧 (https://t.co/vYoMpr6MIr)

Honored that @exxonmobil directed investors to my analysis in its @SECGov proxy filing this month — 15 days before the May 27th shareholder vote.

The core argument: Texas law contains opt-in provisions critics warn about. ExxonMobil declined them. Both the statutory record and the market evidence support the company's position.

The full case, with replication code and primary-source citations, is here:

https://t.co/vYoMpr6MIr

#SMU #CorporateGovernance #SEC @SMU @SMUCox @SMULawSchool #DExit #CorporateGovernance #ShareholderRights #ProxySeason #SecuritiesLaw #SMU #SEC @SMU @SMUCox @SMULawSchool

[Shane Goodwin, PhD @ShaneGoodwin]

@JillCastilla @Nasdaq @TimesSquareNYC @CitizensEdmond @bankonroger That’s awesome 👏

[Shane Goodwin, PhD @ShaneGoodwin]

In Copenhagen with @SMUCox rock star MBA students on our Global Leadership Program. 🇩🇰

[Shane Goodwin, PhD @ShaneGoodwin]

@TeslaBoomerMama @SantanaWalis @Smokehbear Awesome.

[Shane Goodwin, PhD @ShaneGoodwin]

@ProfRobAnderson Keep em coming

[Shane Goodwin, PhD @ShaneGoodwin]

ExxonMobil Board unanimously recommends redomiciling the company from New Jersey to Texas | ExxonMobil https://t.co/QLjwl4LhIE

[Shane Goodwin, PhD @ShaneGoodwin]

Exxon Mobil Plans to Move Its Legal Home to Texas From New Jersey https://t.co/PREuXBF2mf