Finance Professor at @SMUCox | Law Faculty at @SMULawSchool♦ Corporate Director ♦ Expert Witness on Corporate Governance ♦ Former M&A Investment Banker

Dallas, TX
Joined July 2009
In 2025, my work spanned the boardroom, courtroom, legislature, and classroom—each influencing the others in real time. 𝟮𝟬𝟮𝟱 𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀: 🏛️ 𝗕𝗼𝗮𝗿𝗱𝗿𝗼𝗼𝗺 – 𝗦𝘁𝗿𝗮𝘁𝗲𝗴𝗶𝗰 𝗚𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 Served as Governance Advisor to Tesla’s Special Committee of the Board. Guided fiduciary compliance under Texas law for the groundbreaking $1 trillion 2025 CEO Performance Award—overwhelmingly approved by shareholders, validating rigor, alignment, and legitimacy. ⚖️ 𝗖𝗼𝘂𝗿𝘁𝗿𝗼𝗼𝗺 – 𝗙𝗲𝗱𝗲𝗿𝗮𝗹 𝗘𝘅𝗽𝗲𝗿𝘁 𝗧𝗲𝘀𝘁𝗶𝗺𝗼𝗻𝘆 Delivered expert testimony in landmark cases: • DOJ v. @Google – M&A and governance implications of antitrust remedies • VLSI v. @intel – Private equity structures in multi-billion-dollar patent litigation • National Instruments Securities Litigation – Hostile M&A dynamics in Emerson’s $8.2B bid 📜 𝗟𝗲𝗴𝗶𝘀𝗹𝗮𝘁𝘂𝗿𝗲 – 𝗣𝗼𝗹𝗶𝗰𝘆 𝗥𝗲𝗳𝗼𝗿𝗺 Invited expert witness for Texas’s 89th Session (SB 29 & HB 15). Helped modernize fiduciary standards, codify the business judgment rule, and establish the Texas Business Court—positioning Texas as a true jurisdictional rival to Delaware. 🎓 𝗔𝗰𝗮𝗱𝗲𝗺𝗶𝗰 𝗟𝗲𝗮𝗱𝗲𝗿𝘀𝗵𝗶𝗽 As Executive Director of the SMU Corporate Governance Initiative and Editor of The Hilltop Forum, we advanced rigorous dialogue on governance, M&A, and policy. One lesson echoed across every setting: Rigor, independence, and process matter most when the stakes are highest. Grateful to the directors, counsel, policymakers, and colleagues whose partnership makes this work possible. Onward to 2026—committed to thoughtful governance and institutions that endure. #CorporateGovernance #MergersAndAcquisitions #PrivateEquity #Antitrust #ExpertWitness #FiduciaryDuty #TexasLaw #BoardLeadership #CapitalMarkets #SMUCox @SMUCox @SMULawSchool
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📰𝗧𝗵𝗲 𝗹𝗮𝘁𝗲𝘀𝘁 𝗛𝗶𝗹𝗹𝘁𝗼𝗽 𝗗𝗼𝗰𝗸𝗲𝘁: 𝗪𝗵𝗼𝘀𝗲 𝗹𝗮𝘄𝘀𝘂𝗶𝘁 𝗶𝘀 𝗶𝘁, 𝗮𝗻𝘆𝘄𝗮𝘆? A co-founder sued in his own name, filed late, and lost all eight claims — five because the injury was the company's, one because his services went to the company, two for want of evidence. The Hilltop Docket, Issue No. 22: smucgi.org/hilltop-docket/20…
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Truly honored to join the @CitizensEdmond Board of Directors! 125 years of history and an exciting future. Privileged to serve alongside an outstanding board and team led by @JillCastilla, one of American Banker’s Most Powerful Women in Banking. Grateful for the welcome! Citizens Bank of Edmond Welcomes Dr. Shane Goodwin to Board of Directors prn.to/47LycHQ
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Honored to present “Pricing the Texas Option” at UT Law’s M&A Institute today, sharing SMU CGI research on shareholder value, votes and IPOs. Price the provisions, not the flag. #YallStreet #CorporateGovernance @SMUCox
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Shane Goodwin, PhD retweeted
Nearly $100 billion in market capitalization just moved onto the Texas Stock Exchange this morning to become our first primary corporate listings. Welcome to TXSE, @EnergyTransfer, Sunoco LP, and @usacompression.
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𝗧𝗲𝘅𝗮𝘀 𝗿𝗲𝗶𝗻𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗶𝗼𝗻 𝗿𝗲𝗮𝗰𝗵𝗲𝘀 𝘁𝗵𝗲 𝗰𝗼𝘂𝗿𝘁𝗵𝗼𝘂𝘀𝗲. @coinbase moved from Delaware to Texas. Four months later a shareholder sued its board without asking the board first, as Delaware allows. The Texas Business Court: a Texas company follows Texas rules. Ask the board first. Dismissed. Hilltop Docket No. 21: smucgi.org/hilltop-docket/20… #CorporateGovernance #Reincorporation #TexasBusinessCourt #Delaware #SecuritiesLitigation
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Going public. Texas style. 🤠 Our SMU CGI register tracks 7 Texas-corporation IPOs since June 2025, plus 1 Texas LLC. Many in the pipeline. Texas is becoming a legal home at the IPO stage, too. Meet the issuers: tracker.smucgi.org/texas-at-… #YallStreet #IPO @SMUCox @SMULawSchool
🤖 Made with AI
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My sincere thanks to the Journal of Corporation Law, Professor Robert Miller, and the team at @Kirkland_Ellis for bringing us together for today’s annual symposium. It was especially meaningful to participate alongside Professor Lucian Bebchuk, my postdoctoral advisor at arvard Law School Forum on Corporate Governance. The opportunity to exchange ideas with Professors Jonathan Macey and Keith Sharfman—was a real pleasure and an honor. Thank you to our moderator, Shaun Mathew. I was grateful to be part of it. @SMUCox @SMULawSchool #CorporateGovernance #CorporateLaw #YallStreet #ShareholderRights #SMU #JournalOfCorporationLaw @Bebchuk @HarvardCorpGov
🤖 Made with AI
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Very honored and delighted to speak at UT Law’s Mergers & Acquisitions Institute, Oct. 8–9 in Dallas! My session: “Pricing the Texas Option”—what the market pays for reincorporating in Texas. Join us: utcle.org/conferences/ma26 @utlawcle @UTAustin @SMUCox @SMULawSchool
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Shane Goodwin, PhD retweeted
Retail investors should be heard.  And @Tesla is proud to create practical tools to empower their voice. sec.gov/rules-regulations/no…
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Shane Goodwin, PhD retweeted
A proxy ballot is a microphone; a portfolio decision is a checkbook. @mctoth & @ShaneGoodwin's latest on ExxonMobil's reincorperation for @BLaw.
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Shane Goodwin, PhD retweeted
A proxy ballot is a microphone. A portfolio decision is a checkbook. In our latest @BLaw piece, @ShaneGoodwin and I show that investors who voted against reincorporating to Texas or Nevada were about as likely to keep or increase their positions as those who voted for it.
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Shane Goodwin, PhD retweeted
🗳️ Proxy votes vs Economic interest They voted NO on Tesla. Yet They did not SELL. Here are the 9 that held more (in shares and in dollars) $TSLA before the 2024 vote (March 31, 2024, at $175.79) and what they hold end of June 2026 (at $420.60): @CharlesSchwab : 15.6M → 19.3M shares ($2.75B → $8.11B) @AB_insights : 3.04M → 3.33M ($535M → $1.40B) @Russell_Invest : 939K → 2.25M ($165M → $945M) SEI: 519K → 1.34M ($91M → $562M) @NEOSInvestments : 133K → 1.55M ($23M → $653M) @PacerETFs : 282K → 322K ($50M → $135M) @FrostBank : 52K → 82K ($9M → $35M) @ValueLine : 44K → 55K ($8M → $23M) @KraneShares : 22K → 76K ($4M → $32M) check all details here: tracker.smucgi.org/matrix/#t… Great research from @SMU's corporate governance initiative and always fond of @ShaneGoodwin
𝗔 "𝗻𝗼" 𝘃𝗼𝘁𝗲 𝗶𝘀 𝗻𝗼𝘁 𝗮 𝘀𝗲𝗹𝗹 𝗼𝗿𝗱𝗲𝗿. In our reincorporation study, a larger holding followed 45% of opposing votes and 43% of supportive votes (family-level comparison). @MichaelToth and I in @BLaw today: news.bloomberglaw.com/busine…
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𝗔 "𝗻𝗼" 𝘃𝗼𝘁𝗲 𝗶𝘀 𝗻𝗼𝘁 𝗮 𝘀𝗲𝗹𝗹 𝗼𝗿𝗱𝗲𝗿. In our reincorporation study, a larger holding followed 45% of opposing votes and 43% of supportive votes (family-level comparison). @MichaelToth and I in @BLaw today: news.bloomberglaw.com/busine…
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The destination mattered more than the dissent: index funds backed 91% of the shares they voted on Texas moves and 21% on Nevada moves. Data and every test: tracker.smucgi.org/matrix/
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A Texas LLC agreement limited its manager's duties to a written list — gross negligence, willful misconduct, breach of the agreement. The Business Court enforced it at the pleading stage. The Hilltop Docket, Issue No. 19: smucgi.org/hilltop-docket/20…
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