ᴶᵘʳᶦˢᵈᶦᶜᵗᶦᵒⁿˢ ᵒᶠ ᴵⁿᶠˡᵘᵉⁿᶜᵉ From Innovation to Incorporation - How Places Shape Power

Slovakia's SB29 law—a new legislative measure that gives the Slovak government powers to block or influence decisions in strategic companies where the state owns even a minority share.

✅ Why people might like SB29:

• National interest defense: It gives the government tools to protect critical infrastructure, especially in energy, defense, or communications.

• Checks on foreign control: Prevents foreign investors from taking over essential companies through backdoor deals or hostile moves.

• Real power from small stake: Even a minority ownership (like 10-20%) isn't toothless anymore—it can be used to veto major decisions, which could mean better long-term planning, not just shareholder profits.

⚠️ Why some European companies might struggle:

• Legal uncertainty: It blurs the lines of corporate governance. Private owners might feel blindsided when state actors interfere in what used to be board-level decisions.

• Investment risk: Foreign investors could shy away from companies where the state might suddenly intervene.

• Precedent-setting: Other countries might copy the model, increasing protectionism across the EU, which goes against the free market ethos.

SB29 turns “minority shareholding” into “major influence”, which can be a pain for big European firms, but a win for national sovereignty.

Texas Senate Bill 29 (SB29) has been enacted and introduces significant reforms to the state's corporate governance laws. Signed into law by Governor Greg Abbott on May 14, 2025, SB29 aims to enhance Texas's appeal as a business-friendly jurisdiction by aligning its corporate statutes more closely with those of Delaware, a state renowned for its corporate law framework.(Foley & Lardner LLP)

Key Provisions of SB29

1. Codification of the Business Judgment Rule: SB29 codifies the business judgment rule into Texas law, providing directors and officers of corporations, limited liability companies (LLCs), and limited partnerships with a presumption that their decisions are made in good faith, on an informed basis, and in the best interests of the company. This codification aims to offer greater legal certainty and protection against personal liability for business decisions made without fraudulent intent .(Foley & Lardner LLP)

2. Modification or Elimination of Fiduciary Duties: The law permits LLCs and limited partnerships to modify or entirely eliminate fiduciary duties, such as duties of loyalty and care, through their governing agreements. This provision offers these entities increased flexibility in defining the responsibilities and obligations of their members and managers .(Rimon Law)

3. Safe Harbor for Conflicted Transactions: SB29 establishes procedures allowing corporations to obtain pre-approval for transactions involving potential conflicts of interest. By forming committees of disinterested directors or seeking court determinations, companies can ensure that such transactions are reviewed under the more lenient business judgment rule rather than the stricter entire fairness standard .(Norton Rose Fulbright)

4. Waiver of Jury Trials: The legislation allows entities to include provisions in their governing documents that waive the right to a jury trial for internal corporate disputes. Such waivers are considered "knowing and informed" if shareholders or members have consented to them through various means, such as voting for the governing document or acquiring shares with knowledge of the waiver .(Norton Rose Fulbright)

Implications

Supporters of SB29 argue that these reforms will make Texas a more attractive destination for businesses seeking a predictable and flexible legal environment, potentially drawing companies away from Delaware—a movement some refer to as "Dexit." Major corporations like Tesla and AT&T have expressed support for the legislation, viewing it as a means to reduce legal uncertainties and protect against shareholder activism .(Business Insider)

Critics, however, caution that the law may weaken protections for minority shareholders and reduce corporate accountability. By making it more challenging to bring derivative lawsuits and allowing the elimination of fiduciary duties, there is concern that executives could operate with less oversight, potentially leading to governance issues.(Rimon Law)

The European Union's SB29 law and Texas's SB29 are fundamentally different in their objectives and implications, despite sharing the same bill number.

🇪🇺 EU SB29: Strengthening State Oversight in Strategic Sectors

The EU's SB29 law focuses on enhancing government oversight in strategic industries. Key aspects include:

• Expanded Government Powers: Allows governments to block or influence decisions in companies where the state holds even a minority stake.

• Protection of Critical Infrastructure: Aims to safeguard sectors like energy, defense, and communications from foreign control or hostile takeovers.

• Increased Regulatory Oversight: Introduces more stringent controls over corporate decisions to align with national interests.

This approach reflects a shift towards economic nationalism, prioritizing national security and sovereignty over market liberalization.

🇺🇸 Texas SB29: Enhancing Corporate Autonomy and Legal Protections

In contrast, Texas's SB29 is designed to make the state more attractive for business incorporations by:

• Codifying the Business Judgment Rule: Provides directors and officers with a presumption that their decisions are made in good faith, reducing personal liability.

• Raising Barriers for Shareholder Lawsuits: Requires shareholders to hold at least a 3% stake to bring derivative lawsuits, limiting frivolous or opportunistic litigation .(Houston Chronicle)

• Limiting Access to Corporate Records: Restricts shareholders' access to executives' communications, such as emails and texts, unless directly tied to corporate action .(texaspolicyresearch.com)

• Waiving Jury Trials for Internal Disputes: Allows companies to include provisions in their governing documents that waive the right to a jury trial for internal corporate disputes .

These measures aim to provide a more predictable and business-friendly legal environment, potentially attracting companies seeking to avoid the stricter regulations found in states like Delaware.(Frost Brown Todd)

 

🔍 Comparative Summary

Aspect	EU SB29	Texas SB29
Primary Goal	Protect national interests in strategic sectors	Enhance corporate autonomy and legal protections
Government Involvement	Increased oversight, even with minority stakes	Reduced oversight, limiting shareholder litigation
Impact on Businesses	Potentially deters foreign investment due to increased regulation	Attracts businesses seeking favorable legal environments
Legal Environment	Emphasizes national security and control	Prioritizes business-friendly policies and protections

In summary, while both laws are labeled SB29, they serve opposite purposes: the EU's version increases state control to protect national interests, whereas Texas's version reduces regulatory burdens to attract and retain businesses.

It's appropriate to consider the environmental implications of legislation, especially in the context of the climate emergency. Comparing the European Union's SB29 and Texas's SB29 reveals distinct approaches to environmental preservation and climate action. 

🇪🇺 European Union's SB29: Emphasizing State Oversight in Strategic Sectors

The EU's SB29 law focuses on enhancing government oversight in strategic industries, allowing states to block or influence decisions in companies where the state holds even a minority stake. This approach aims to protect critical infrastructure sectors like energy, defense, and communications from foreign control or hostile takeovers.

While SB29 itself doesn't directly address environmental concerns, it aligns with the EU's broader environmental strategies, such as the European Green Deal and the European Climate Law. These initiatives set ambitious targets, including achieving climate neutrality by 2050 and reducing net greenhouse gas emissions by at least 55% by 2030 compared to 1990 levels . The EU also emphasizes biodiversity restoration, aiming to protect 30% of land and sea habitats by 2030 .(Climate Action, Reddit) 

🇺🇸 Texas's SB29: Reforming Corporate Governance

In contrast, Texas's SB29, signed into law in May 2025, focuses on corporate governance reforms. The law codifies the business judgment rule, raises barriers for shareholder lawsuits, and allows for the waiver of jury trials in internal corporate disputes. These measures aim to make Texas more attractive for business incorporations by providing a more predictable and business-friendly legal environment.

While SB29 itself doesn't directly address environmental issues, Texas has taken steps toward environmental protection through other legislation. For instance, the Texas Clean Energy and Environmental Protection Act, enacted in May 2024, sets ambitious goals to reduce the state's carbon emissions by 40% over the next decade and achieve net-zero emissions by 2050. The act promotes investments in renewable energy sources, including wind, solar, and geothermal power, and introduces stricter environmental regulations for key industries .(Texas Recap) 

🌍 Comparative Perspective

While both the EU and Texas have enacted legislation labeled SB29, their scopes and implications differ significantly. The EU's SB29 aligns with a broader strategy emphasizing environmental protection and climate action, whereas Texas's SB29 focuses on corporate governance reforms.

However, Texas's separate environmental initiatives, such as the Texas Clean Energy and Environmental Protection Act, indicate a growing recognition of the importance of addressing climate change at the state level. 

✅ Conclusion

In the context of preserving nature and addressing the climate emergency, the European Union's integrated approach, combining economic oversight with ambitious environmental targets, presents a comprehensive strategy. Texas's recent environmental legislation reflects a positive shift toward sustainability, though its SB29 focuses primarily on corporate governance.

It's essential to evaluate legislation not only by its immediate objectives but also by how it fits into broader environmental and climate strategies. Both regions demonstrate efforts to balance economic interests with environmental responsibilities, albeit through different legislative pathways.

The phrase—"From Silicon Valley to Delaware, all the way to Nevada"—captures a sweeping journey across the American business and tech landscape:

• Silicon Valley represents innovation, startups, and Big Tech.

• Delaware is the legal and corporate home for many companies due to its business-friendly laws.

• Nevada often symbolizes deregulation, tax havens, and sometimes crypto/blockchain ventures due to its lenient incorporation laws and low tax burden.

Here are a few slogan-style versions of phrase, depending on the tone:

🏢 Corporate & Bold

• "From Silicon Valley to Delaware to Nevada — Innovation, Incorporation, Acceleration."

🔥 Edgy & Disruptive

• "From Code to Corporations to Crypto — Coast to Coast, We Move Fast."

🌎 Visionary & Global

• "From Silicon Sparks to Paper States to Desert Dreams — We Build the Future."

⚖️ For Legal/Startup Context

• "Innovation in the Valley, Protection in Delaware, Freedom in Nevada."

Delaware and The Gambia are vastly different in almost every way—geographically, politically, economically, and legally. Here's a comparison that highlights those contrasts: 

🌍 Geography & Size

• Delaware: A small U.S. state on the East Coast (~6,400 km²).

• The Gambia: A small West African country (~11,300 km²), but still nearly double the size of Delaware. 

👥 Population

• Delaware: ~1 million people.

• The Gambia: ~2.8 million people. 

💼 Legal & Business Status

• Delaware:

  • Known for its corporate law system.

  • Home to over 60% of Fortune 500 companies (on paper).

  • Has a Court of Chancery, specialized in business disputes.

  • Favored for incorporation due to legal predictability and business privacy.

• The Gambia:

  • Not a global hub for incorporation.

  • Has faced issues with political instability and limited legal infrastructure.

  • Economy largely based on agriculture, tourism, and remittances. 

💵 Economy

• Delaware: Developed, part of the U.S. economy; strong in banking, insurance, and tech.

• The Gambia: Developing country; GDP per capita is drastically lower; economic activity is more informal and subsistence-based. 

🏛️ Political Structure

• Delaware: A U.S. state under federal democratic governance.

• The Gambia: An independent sovereign nation, with its own president and constitution. 

🧾 Tax & Secrecy

• Both have been referred to in debates around tax havens or corporate secrecy:

  • Delaware allows anonymous LLC formation and low regulatory requirements.

  • The Gambia is not a major offshore financial center, but like many developing countries, has been used by foreign shell companies for various reasons.