Texas Pacific Land reincorporates in Texas on November 17; shareholder suits go to the state's business court

At 10:59 p.m ¹. Central on Tuesday, November 17, Texas Pacific Land▲+3.49% — Texas Pacific Land, up 3.49 percent today stops being a Delaware corporation ¹. The company filed the move as administration↗: same name, same Dallas headquarters, same NYSE ticker, one share for one share ¹. The certificate of formation↗ that takes effect at that minute is not administration. It chooses who can challenge the board, where, and under what presumption, two weeks after Texas elected a governor who campaigned on pausing data-center permits ²³.

The board ordered from a menu Texas wrote last year

The charter affirmatively elects Section 21.419 of the Texas Business Organizations Code, added by Senate Bill 29 in May 2025: directors are presumed to have acted in good faith and in the company's interest ²⁴. Derivative suits, brought on the company's behalf, and fiduciary claims now belong exclusively to the Texas Business Court, and buying a share is deemed consent to that forum, jury trial waived ². Shareholders approved the move on November 5, 39.3 million votes to 4.7 million, about 57% of shares outstanding ¹⁴.

The board did leave one shield on the table. Texas lets public companies require 3% ownership before a shareholder may sue derivatively; the board called that inconsistent with stockholder value, and no shareholder has ever filed such a suit against the company ⁴. The right survives, exercised in the charter's forum under the charter's presumption.

The premium is for the land, not the royalty checks

The royalty business needs no shielding: third-quarter revenue rose 35%, the third consecutive record quarter ⁵.

What the multiple pays for is the rest of the land. TPL trades near 33 times trailing earnings against roughly 11 for oil-and-gas peers, a premium for data-center optionality across 882,000 surface acres that already includes a deal to supply land and brackish water to a Chevron power project, and no signed data-center agreement has been announced ⁵⁶.

The limiting link moved from the land to Austin

Follow the chain. AI compute needs power and water; Texas holds more than a quarter of planned U.S. capacity; TPL sells what sits underneath it ⁶. On November 3, Gina Hinojosa won the governorship promising a ban on data-center approvals until the legislature writes protections↗ ³⁷, and TPL fell 18% in two days on the election, not the earnings ⁶.

The outgoing governor, Greg Abbott, had already halted environmental permits for data centers on September 21↗ pending a grid audit due December 10, a directive with no exception for the behind-the-meter projects chief executive Ty Glover points to while still calling the crackdown a net positive for West Texas ⁸⁵.

A charter settles arguments, not the permit calendar

The demand side of this chain is not in question; permission is now the constraint. The legislature convenes January 12, Hinojosa takes office January 19 ⁶³. A charter decides who wins the arguments while a company waits. It does not shorten the wait. The shareholders paying 33 times earnings are underwriting it, and the value gets built by whoever turns those acres into permitted, operating projects ⁶³.