ExxonMobil’s shareholders voted last week to move their legal address out of New Jersey after 140 years. Marlo Oaks, writing in “ExxonMobil Shareholders Chose Fiduciary Duty over Political Theater” for National Review on June 4, celebrates the 71-percent supermajority as a triumph of fiduciary duty over activist meddling — shareholders refusing to let proxy advisors “sacrifice their returns on the altar of political activism.” Oaks is right: Texas’s business courts will likely cut litigation costs. But when a company severs its legal home from the state that chartered it before the electric light went on, and the right’s flagship magazine calls it a model of responsible stewardship, something has gone badly wrong with what the word “conservatism” is supposed to mean.
Oaks has a real point, and I’ll grant it in full: Texas’s specialized business courts and streamlined corporate code are genuinely more predictable, and the board’s duty, narrowly understood, is to maximize shareholder value. The proxy-advisory duopoly has sometimes pushed resolutions that subordinate returns to ideological goals. If your only yardstick is the share price, moving the corporate mailing address is a cost-cutting errand. But a corporation that exists only to deliver returns to shareholders, with no tie to place, no duty to the communities whose infrastructure, schools, and legal system produced its wealth, is not a conservative institution. It is a financial asset waiting to be re-registered in the friendliest jurisdiction. That is exactly what ExxonMobil’s shareholders just voted to become. The company was chartered by New Jersey in 1882, decades before Standard Oil broke up. It profited from the state’s courts and legal sophistication for well over a century. Now it moves — not because New Jersey became hostile to business, since the proposal does not even pretend the operations would be affected — but because Texas made its courts more business-friendly. What does it cost to sever that tie? Oaks never asks. He simply assumes that the only cost that matters is the one a securities lawyer can bill.
I used to work a trading desk in Chicago, and I know this logic intimately because I helped build it. The spreadsheet says move the domicile; the spreadsheet makes no column for “place that built us.” The board’s fiduciary duty, on that logic, is not to conserve anything; it is to optimize obsessively, to treat the company’s legal identity as just another swap. This is not the corporation Edmund Burke would recognize — a great society is a partnership between the living, the dead, and the yet unborn; no partnership of that kind moves its address because a judge 1,600 miles away might award a smaller damages award.
And yet here is National Review, founded to conserve the permanent things, applauding the logic of severance as a triumph of seriousness. The post-Trump right talks a great deal about rootedness, about localism, about the dignity of place. But when a multinational oil giant — the very opposite of a rooted business — takes that logic as far as it can go, the movement’s official organs treat it as a model. This is not an inconsistency; it is a confession. The “conservatism” that survives in think-tank suites and donor-class mailers is not a doctrine that protects communities from dislocation. It is a doctrine that protects the right of the comfortable to move their assets when dislocation becomes convenient. It conserves nothing.
The movement that preaches localism applauds when a company severs the oldest local tie a corporation can have. What does a genuinely conservative corporation look like? One that cannot pick up and move, because its owners are the people it serves. Adams-Columbia Electric Cooperative — the largest rural electric co-op in Wisconsin, headquartered on a street in Friendship — serves thirty-one thousand member-owners across twelve counties. It could move to a more favorable regulatory climate; it never will, because the people who own it are the people who live here, and it answers to them in an annual meeting, not to a quarterly earnings call. That is the difference between a firm that belongs to a place and a firm that merely uses it. The credit union, the mutual insurance company, the farmer co-op — these institutions, because they cannot be stripped from their context, are de facto conservative, whether they use the word or not. They can’t pick up and move because the people who own them are buried in the cemetery on the hill. A nation of distant shareholder-value maximizers, moving their legal identities to whichever state offers the most favorable litigation climate, is a nation that will not be able to keep anything it has built. You cannot call the outcome “conservative,” because the outcome is, quite literally, dissolution.