X @Herbert Ong

Texas Law Updates - Texas Senate Bill (SB) 1057 aims to curb shareholder activism by introducing stricter requirements for submitting proposals at shareholder meetings for companies opting into higher thresholds [1] - SB 1057 introduces three new requirements for shareholder proposals, including ownership threshold, holding period, and solicitation requirement [1] - SB 2411 expands officer exculpation and streamlines approval of mergers and major transactions [3] Shareholder Proposal Requirements (SB 1057) - The ownership threshold requires shareholders to hold the lesser of $1 million in market value or 3% of the corporation's voting shares [2] - Shareholders must continuously own the shares for six months prior to and including the date of the shareholder meeting [2] - Shareholders must solicit holders of shares representing at least 67% of the voting shares entitled to vote on the proposal [2] Tesla Implications - Tesla has not publicly stated whether it will opt into the higher thresholds defined by SB 1057 [1] - The current shareholder proposal for a possible xAI investment in the November 6, 2025 proxy is governed by existing bylaws and SEC Rule 14a-8, not the new Texas thresholds [4] - Reincorporating in Texas allows Tesla to leverage a more business-friendly legal environment and reduce regulatory and shareholder burdens [3]