Exxon’s shareholders didn’t vote for fiduciary duty. They voted to move the bill. In “ExxonMobil Shareholders Chose Fiduciary Duty over Political Theater,” published by National Review on June 4, 2026, Marlo Oaks celebrates the company’s vote to reincorporate in Texas as a triumph of investor rationality over activist proxy advisors who sacrifice returns to politics.
I’ll grant what the piece gets right, because conceding the true half is how you earn the standing to name the suppressed one. Shareholders acted rationally under the rules they were given. Texas did build friendlier business courts, and a 71% supermajority is a genuine mandate. Some ESG activism is performative. But the rationality only works because the rules let the company exclude the single largest cost of its product from the ledger Oak calls “fiduciary duty.” Watch the trick: the duty gets defined so that the cost of burning the product doesn’t count.
Every gallon of gasoline Exxon sells generates carbon dioxide. Every cubic foot of natural gas, every barrel of oil. The warming that follows — the stronger hurricanes, the longer fire seasons, the failed crops — produces a bill. That bill goes to coastal homeowners. To small-town fire departments. To farmers whose fields bake. To future taxpayers who will pay to rebuild what the storms take. None of it appears on Exxon’s income statement. None of it weighs on the quarterly earnings that “fiduciary duty” demands be maximized.
The Texas legal framework Oaks celebrates — the specialized business courts, the Fifteenth Court of Appeals — is built to make business litigation friendlier to corporate defendants. He says so himself, without a hint of irony: Texas “cultivated a policy and regulatory environment that enables companies to focus on creating shareholder value.” Translated: the state made it harder for communities harmed by corporate conduct to seek compensation. That’s not regulatory efficiency. That’s a deliberate decision to insulate the company from the costs it imposes on the public. The move is the argument, and the move is to keep the climate tab off Exxon’s books.
The framework calls this an externalization. The profit isn’t profit in any honest sense — it’s the uncompensated cost the company dumps on everyone else. The business model only pencils out because someone else absorbs the damage. This isn’t a firm-level judgment; it’s a structural feature of the sector. Fossil-fuel extraction externalizes climate costs by definition. The remedy isn’t to close the company. It’s to make the company see the full cost on its own statement — to internalize what it currently dumps. The burden is on Oaks to explain why a duty that systematically excludes the largest cost of the product is still a duty, and still not political. Until he does, the vote he’s celebrating isn’t about returns versus activism. It’s about who gets the bill.
Norway turned its oil into a two-trillion-dollar sovereign wealth fund and somehow never needed a specialized business court to keep the math honest. The fund owns a slice of roughly one and a half percent of every public company on earth, and it mails the dividend to the future. That’s an ownership structure, not a tax policy. So is the credit union in your wallet. So are the 820 worker cooperatives in America, which grew 34% since 2020 and now employ ten thousand worker-owners. So is the rural electric co-op that powers forty-two million American homes. So is the Bank of North Dakota — a state-owned bank, profitable every year since 1919, that funds community-owned energy projects in the reddest state in the union.
You can own the energy infrastructure differently. A worker-owned battery plant in the Nevada desert pays its members a dividend instead of routing the surplus to shareholders who live three time zones away and have never seen the assembly line. Community-owned solar cooperatives keep the returns in town, where they fund the school and the fire department — the same fire department now fighting wildfires made worse by the old ownership model. Ten thousand Amazon warehouse workers voted to unionize because collective bargaining is the first answer to the question of who owns the value. The cooperative, the credit union, the public bank — these aren’t policy tweaks. They’re a different answer to “who owns the thing?” and “who pockets the gains?”
The shareholders made a rational decision under the rules they were given. The rules exclude the largest cost. If Oaks wants to claim this vote was about fiduciary duty rather than politics, let him explain why the duty includes maximizing the return but excludes the bill for burning the product. The shareholder vote he celebrates is not a victory for accountability. It’s the predictable outcome of a ledger written to keep the extraction invisible. Every other approach — the public bank, the worker co-op, the sovereign fund — starts from the same premise: a decent society sees both the innovation and the externalization, builds the institution that catches the cost, and refuses to let “fiduciary duty” mean the freedom to dump the damage on everyone else.