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Exxon to abandon New Jersey incorporation in favor of Texas homecoming

Exxon Mobil wants to abandon its corporate registrations in New Jersey and relocate in Texas, where its "headquarters" is located. This move could strengthen its defenses against climate activists and activist shareholders.

Exxon made the announcement in a proxy file. If shareholders approve the move, Exxon will become the latest high-profile company to register in Texas, joining SpaceX, Tesla, and Coinbase.

A new Texas law improved legal protections for business through several mechanisms. This included reducing shareholder litigation threats by allowing businesses to set stock ownership levels for lawsuits.

The company stated in a filing that "the Board believes Texas legislators and judges who could make decisions affecting Exxon Mobil, are more familiar with the business and operations of the company."

Exxon was at odds with activist investors in recent years, but CEO Darren Woods stated in an interview that the company did not intend to adopt provisions of Texas law?that allows companies to make shareholder proposals more difficult.

Woods stated that "that's in no way influencing" the decision to move. "We are quite satisfied with the engagements we have had with our shareholders."

Longtime environmental lawsuits have been filed against the top U.S. producer of oil, which is physically located in Spring, Texas.

In 2022, officials in New Jersey will sue Exxon, Chevron, and other fossil fuel companies, claiming that these companies contributed to climate changes, forcing the state's budget to be slashed by billions to clean up following major natural disasters like Superstorm Sandy and hurricane Ida. The lawsuit was dismissed in 2017.

Jill Fisch is a professor of law at the University of Pennsylvania. She said that incorporating in the state where a company has its headquarters could help executives gain the attention of politicians who can assist them with tax questions or other issues.

She said that one way to show loyalty to your state and to get legislators to take notice of you would be to incorporate in your home state.

Exxon has its roots in New Jersey dating back to the breakup Standard Oil in early 1900s. Its headquarters, however, have been in Texas since 1988.

Exxon introduced a new program in September to prevent activist shareholder resolutions at annual meetings. The program allows retail investors to vote automatically according to the board's recommendation.

The company said that individuals held nearly 40% of its shares, but only a quarter voted during the proxy season. They mainly supported the board.

Texas is trying to strengthen its reputation as an ideal place for doing business. It has benefited from the fact that many companies are leaving states like Delaware, which was a popular destination for incorporation. Reporting by Sheila Dang from Houston and Ross Kerber from Boston. Nathan Crooks (Editing), Muralikumar Anantharaman, Mark Potter and Nathan Crooks.

(source: Reuters)