I'm John Batchel. I welcome Michael Toth, my colleague. He is head of research at Civitas Institute, University of Texas at Austin.

And there's a clue. We're writing about Texas here when you're Michael Toth, but we're also writing about a major story in corporate life.

It is all new to me, so I learn carefully. Michael, a very good evening to you. Exxon has voted more than 71% of the shareholders

to move after 150 years in New Jersey to Texas.

That is the payoff, but that's not the story.

The story here is, why was this a struggle

with the so-called passive investor advisories, one named ISS, the other

named Glass. And the reason is unknown to me. So I want to explore with an outrageous

example of the courts in Delaware rewarding what should have to say, at best, a kibbets or at worst

an ambush by a shareholder who held

nine shares. And yet that was enough, according to the understanding of corporate power in

Delaware, to hold up the pay package to Elon Musk for his work at Tesla. That is now going through, but nine shares. What is that

about, Michael? What is the thinking here that you would allow somebody who clearly is poorly

intentioned to get in the way of a very successful global business? Good evening to you.

Great to be with you, John. And, you know, John, to paraphrase

the great tell your end, if you look at these proxy firms, ISS and Glass Lewis, their opposition

to companies like Exxon moving to Texas is worse than a scandal. It's a blunder. I mean, it is absolutely uncalled for, as uncalled for

as the judge that you referred to in Delaware holding up Elon Musk's pay package based on a plaintiff's

firm-driven lawsuit where the firm was going to get paid hundreds of millions of dollars to represent someone that

had nine shares, whose shares went up in value seven times as a result of Elon Musk leadership.

So it's reasons like that that companies are fleeing states like New Jersey and Delaware

and they're coming to Texas. And I think the wide margin of the Exxon

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