By Svea Herbst-Bayliss
NEW YORK, April 23 (Reuters) - Elon Musk's SpaceX will count on the enhanced protection of Texas law to potentially fend off any hostile bidder or activist investor pushing for changes at the company, according to a regulatory filing seen by Reuters.
SpaceX is preparing for what could be the largest initial public offering in history and could take space exploration from a speculative venture to a mainstream investment.
"Some provisions of Texas law, and our charter and our bylaws
contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise, or removal of our incumbent officers and directors," SpaceX said in its S-1 filing, which was seen by Reuters.
The anti-takeover statute under Texas law is "expected to discourage coercive takeover practices and inadequate takeover bids," the filing added.
Instead, anyone who might want to make a play for SpaceX, the filing said, would need to "first negotiate with us."
The provisions could calm investors' nerves at a time when companies face pressure from activist shareholders who often launch campaigns for change by threatening to unseat directors in a proxy fight.
During the first quarter of 2026, activist investors launched 41 campaigns at U.S. companies, marking an increase of 3% from the previous year, according to Barclays data. Activists targeted technology and industrial companies most frequently.
For SpaceX, which manufactures its Starship rockets in Starbase, Texas, it makes geographic sense to select the state as its corporate home instead of picking Delaware, where the majority of Fortune 500 companies are incorporated, lawyers and analysts said.
But Musk also had personal reasons to favor Texas. Two years ago, automaker Tesla, which he leads as chief executive officer, reincorporated in Texas after a Delaware court voided his $56 billion pay package. The Delaware Supreme Court later reversed the lower court's decision, reinstating the compensation package.
By selecting Texas, SpaceX may hope to consolidate power for its board and weaken its shareholders' hand, lawyers and analysts said.
They note Texas laws would allow the company to ban many lawsuits and restrict many shareholder proposals. Corporate governance experts have warned that restricting shareholder proposals could make investments in U.S. companies less attractive.
Proxy advisory firms like Institutional Shareholder Services and Glass Lewis, whose recommendations often guide how investors vote on issues such as who sits on boards or on planned takeovers, may also have to make public disclosures if they base their recommendations on "nonfinancial factors", including environmental, social or governance issues.
(Reporting by Svea Herbst-Bayliss; Editing by Lisa Shumaker)
