To close the books on 2025 and prepare for a PLI panel tomorrow, I went back and updated my charts for 2025. If you want to see the latest for 2026, we’ve started a more comprehensive list aiming to track all activity, not just moves to Nevada or Texas.

Rough Totals

Overall, my count has 28 announced attempts for Nevada of some kind or another and 8 for Texas. These numbers are a bit imprecise as Eightco shows up on both lists and Liberty Live was a split off to Nevada.

Success v. Failure

Companies looking to shift jurisdictions mostly succeeded. My count has six or seven failed votes for Nevada, one withdrawal for Texas, and whatever we want to classify Solidion as.

I say six or seven failed votes for Nevada because I’m not sure exactly how to count Twin Vee PowerCats now. On December 8, 2025, Twin Vee said that “stockholders . . . approved the reincorporation of Twin Vee from the State of Delaware to the State of Nevada by conversion (the ‘Nevada Reincorporation Proposal’).” But as of January 2026, it’s still a Delaware corporation. The vote totals on the reincorporation proposal were 437,309 in favor with 661,214 broker non-votes, 88,498 votes against, and 2,496 abstentions. By my count, most of the votes cast were in favor, but a majority of the outstanding votes did not vote in favor as required by Delaware law. This contrasts with Taoweave, which explained that “The Company’s redomestication to Nevada by conversion was not approved, as the proposal did not satisfy the statutory approval requirement under Delaware law requiring the affirmative vote of a majority of the Company’s outstanding shares entitled to vote, notwithstanding that a majority of the votes cast were in favor of the proposal.”

My final lists and notes for 2025 are below.

Tracking reincorporations to Nevada and Texas in 2025 also gave me time to think about ways to do a better job than the simple tables I put out last year. For 2026, I’ve pulled in some research assistants for what we’re calling Project Pokémon. In essence, instead of just trying to catch public company moves to Nevada or Texas, we’re working to catch them all this time. For example, there are already two announced attempts to move to Delaware–LQR House and Cheetah Net. As this year progresses, I’m aiming to present snapshots of the overall picture, not just the action going to two states.

Here is some of what I have so far.

Announced 2026 Moves As of Jan. 30, 2026

I’m hopeful my infographic capabilities will improve this year, but here are some basic pie charts to get us started.

This is the current working list that tracks more information. One of the challenges we’re working through right now is how to make this information easy to read in a blog post. My simple word table worked well enough last year to port over for posts, but it’s harder to display the spreadsheet we’re now working with. We’re tracking:

• Origination State
• Destination State
• First Announcement Date
• Definitive Proxy or Information Statement Date
• Scheduled Vote Date
• Votes In Favor
• Votes Against
• Abstentions/Non-Votes
• Proposal Pass or Fail
• Controlled Company Status*
• Rough Market Capitalizaton
• Franchise Tax Fees
• Notes

If you have other things we should be tracking around these, email me and I’ll see if we can gather it efficiently.

As we’re working this out, one of the things we need to decide is how to define what is and is not a controlled company. States have different definitions and I’m going to either need to look at how they would be classified under different state laws or come up with a simple way just for tracking purposes here.

2026 Predictions

It’s early still and we’ll have to see what happens, but here are my predictions for this year:

• There will be more shifts from one state to another in 2026 than in 2025.
• Nevada will continue to do well with large founder-led firms.
• Nevada will continue to attract smaller companies.
• Some companies will shift to jurisdictions where they have significant existing ties.
• Texas will pick up a number of large companies that already have a Texas headquarters or significant Texas operations.
• Texas will pick up companies via IPO when they have substantial Texas operations.

One Of These Is Not Like The Others–Resolute Holdings

Most of the moves we’ve identified so far involve relatively smaller public companies. But Resolute Holdings has a substantially larger market cap than the rest of the field so far combined.

The company has a market capitalization of about $1.7 billion and exited Delaware via written consent. The consenting stockholders together hold “approximately 50.5% of the voting power of the outstanding shares of capital stock of the Company.” The information statement explains that the Board received advice from Paul, Weiss, Rifkind, Wharton & Garrison LLP and that outside counsel “advised our senior management on, among other things: differences in corporate law in Delaware, Nevada and Texas; certain risks to remaining in Delaware and certain potential benefits to exiting Delaware; and a potential timeline for reincorporating the Company. Here are some bits from the information statement. The italicized subheadings are my own for clarity and breaking it up.

Predictable, Statute-Focused Legal Environment

The “board of directors determined that it would be advantageous for the Company to be able to operate with agility in a predictable, statute-focused legal environment, which will better allow the Company to respond to emerging business trends and conditions as needed. Our board of directors considered Nevada’s statute-focused approach to corporate law and other merits of Nevada law, including that, among other things, the Nevada statutes codify the fiduciary duties of directors and officers, which has the potential to decrease reliance on judicial interpretation and promote stability and certainty for corporate decision-making.”

Litigation Environment Considerations

“Our board of directors also considered the increasingly active litigation environment in Delaware, which has engendered costly and often meritless litigation and has the potential to cause unnecessary distraction to the Company’s directors and management team.”

Jury Waiver

One of the things Nevada did in the 2025 legislative session was create a degree of parity with Delaware by authorizing companies to include provisions in their articles of incorporation to opt into bench trials as in Chancery and out of jury trials. Resolute Holdings elected to have bench trials. It would surprise me if a company did not elect to have a bench trial.

Delaware’s Dividend Difference

LQR House now looks to shift from Nevada to Delaware. It identifies differences in dividend policy as significant:

a Delaware corporation has greater flexibility in declaring dividends, which can aid a corporation in marketing various classes or series of dividend paying securities. Under Delaware law, dividends may be paid out of surplus, or if there is no surplus, out of net profits from the corporation’s previous fiscal year or the fiscal year in which the dividend is declared, or both, so long as there remains in the stated capital account an amount equal to the par value represented by all shares of the corporation’s stock, if any, having a preference upon the distribution of assets. Under Nevada law, dividends may be paid by the corporation unless after giving effect to the distribution, the corporation would not be able to pay its debts as they come due in the usual course of business, or (unless the corporation’s articles of incorporation permit otherwise) the corporation’s total assets would be less than the sum of its total liabilities, plus amounts payable in dissolution to holders of shares carrying a liquidation preference over the class of shares to which a dividend is declared. These and other differences between Nevada’s and Delaware’s corporate laws are more fully explained below.

Final Thoughts

It’s early yet, but it will be interesting to watch this space and track how it develops. I expect Texas will be on the board soon. Ultimately, proxy season won’t start in earnest for some time and it will be difficult to draw many conclusions until we hit that period.

LQR House looking to shift from Nevada to Delaware sits in tension with claims that you can do anything you want in Nevada that you can’t do in Delaware. When it comes to declaring dividends, Delaware appears more permissive than Nevada now.

I previously posted about disputes over bump up exclusions in D&O insurance contracts, which exclude from insurance coverage claims that shareholders of a merger target should have received more consideration for their shares. As I argued, the purpose of the exclusion is to ensure that the cost of the acquisition isn’t offloaded on to the insurer. 

One of the cases I mentioned in that post, Harman Int’l Indus. Inc. v. Ill. Nat’l Ins. Co., was just affirmed by the Delaware Supreme Court, and the reasoning interests me.

In this case, Harman International was acquired by Samsung Electronics, and shareholders sued under Section 14(a), which prohibits false proxy statements, and Section 20(a), which adds joint and several liability to control persons – the substantive claim was Section 14(a).  Shareholders argued that, due to false statements in the proxy, they were induced to vote in favor of a merger at a lowball price.

Eventually, the case settled for $28 million, and when the defendants sought insurance coverage, the insurer claimed the settlement was subject to the bump up exclusion.  On appeal, the Delaware Court disagreed.

According to the court, the insurance contract had two clauses, both of which had to apply in order to trigger the exclusion.

First, the loss had to arise out of “a Claim alleging that the price or consideration paid or proposed to be paid for the acquisition or completion of the acquisition of all or substantially all the ownership interest in or assets of an entity is inadequate.”  And second, the loss had to represent “the amount by which such price or consideration is effectively increased.”  If such a loss occurred – based on an inadequate consideration claim – then the insurers would not be responsible for the portion of the loss representing a consideration increase.

Disagreeing with the Superior Court, the Delaware Supreme Court agreed that the shareholders’ claim in this instance – despite being rooted in federal proxy fraud – represented a claim for inadequate consideration. 

The Operative Complaint alleged that “[t]he false and/or misleading Proxy used to obtain shareholder approval of the Acquisition” deprived the Investor Class of their right to “the full and fair value for [their] Harman shares.”  The Operative Complaint also asserted that the “actual economic losses” were comprised of “the difference between the price Harman shareholders received and Harman’s true value at the time of the Acquisition.”

I agree with that much.  But where the insurers faltered was they failed to show that the actual settlement – the $28 million – represented the amount by which such consideration was increased.

This was because the class itself didn’t just include shareholders who received compensation in the merger; in fact, it was defined to include “all Persons who purchased, sold, or held Harman common stock at any time from … the record date, through and including the date the merger closed.”  In other words, it included people who sold before the merger closed.  Additionally, the plaintiffs never submitted any kind of expert report estimating the true value of their shares, because the case settled “in the early stages of litigation with only minimal discovery completed; instead the settlement represented the litigation costs Harman expected to incur if the case continued.”

As a result, the claim was not subject to the exclusion, and was covered by insurance.

So … this strikes me as weird.

Start with the class definition. Leaving aside whether that was an appropriate Section 14(a) class, I actually have no idea how the $28 million was allocated among the former shareholders. That said, in most merger scenarios, you have an announcement, and the stock price goes up to reflect the expected merger consideration, possibly discounted for the uncertainty whether there are barriers to closing.  At that point, merger arbs step in, buy at a price slightly discounted from the merger price, and profit when the merger closes.  The prior shareholders, as a practical matter, accepted something a little below the merger price in order to remove uncertainty.

Outside of contexts where there is significant uncertainty as to whether the deal will close (think Twitter), those prior shareholders are the true beneficiaries of the merger price – whatever it happens to be.  And they’re the ones who likely suffer the most if the merger price is inadequate.  Which means, there is nothing inconsistent on its face with the idea that the payments represent inadequate consideration just because it’s paid out to shareholders who sold before the transaction was consummated.

It is also unclear to me why the defendants’ reasons for settling the claim should somehow have more significance than the nature of the claim that necessitated the settlement in the first place when determining what the payment was actually for.  Surely very few defendants actually settle because they recognize the justice of the plaintiffs’ allegations.

And since in this case the shareholders solely alleged proxy fraud – they didn’t layer Section 10(b) on top or anything – and that proxy fraud claim was for inadequate consideration (per the Delaware Supreme Court), there is something incongruous about suggesting the settlement was for anything other than inadequate consideration.  Was it a gratuity?  If so, why was it covered by insurance at all?

And this decision creates some worrying incentives.  For one thing it encourages plaintiffs – who know that defendants like to settle within insurance coverage – to overdefine the class, and defendants to agree to that – bad for insurers and shareholders alike.  It encourages defendants to settle quickly, before plaintiffs have a chance to conduct discovery into the true value of the shares.

In any event, the Delaware Supreme Court made clear what insurers have to do in the future to protect themselves – base the contractual exclusion solely on the nature of the claim, as apparently some insurance contracts do.  That said, I have no idea who has the bargaining power when these contracts are formed so it will be interesting to see whether any industry norms grow out of this.

Lagniappe. This decision by Chancellor McCormick is making headlines because she refused to dismiss claims against Jefferies LLC for aiding and abetting a fiduciary breach, where it served as financial advisor to an acquirer alleged to have issued false information about the target in a SPAC merger.  But I’m interested in the case because of a fun agency problem.

It’s a classic SPAC kind of case.  The blank entity was Forum III, and the target was Legacy ELMS.  Forum III made a bunch of false statements about Legacy ELMS in the proxy statement, and shareholders sued Forum III’s directors for breach of fiduciary duty.  They also sued the founders of Legacy ELMS, Taylor and Luo, for aiding and abetting that breach, due to their involvement in the false statements at issue.  The claims against Taylor and Luo were sustained in an earlier round of briefing.

In this new opinion, the plaintiffs brought aiding and abetting claims against additional defendants, including a company called SF Motors, for which Taylor and Luo served as CEO and CFO, respectively.

The claim was that the entire SPAC transaction was actually part of a plan by Taylor and Luo, working for SF Motors, to unload a particular asset, a manufacturing plant in Indiana.  The plan they came up with was to found Legacy ELMS, sell the plant to Legacy ELMS, have Legacy ELMS pay for the plant with cash and Legacy ELMS stock (apparently more of the latter than the former), and take Legacy ELMS public in the SPAC merger.  SF Motors also loaned Legacy ELMS personnel to assist with the SPAC merger process.  Apparently all of these employees, including Taylor and Luo, used their SF Motors email accounts when they worked on the SPAC merger for Legacy ELMS.

As a result of the close relationship between SF Motors and Legacy ELMS, plaintiffs alleged that SF Motors aided and abetted the false statements Forum III had issued about Legacy ELMS in connection with the merger.  Specifically, plaintiffs alleged that SF Motors – acting through Taylor and Luo – had aided the false statements.  In other words, plaintiffs alleged that SF Motors should be vicariously liable for aiding and abetting based on the actions of its employees, Taylor and Luo.

That claim was rejected by Chancellor McCormick, essentially on a “different hats” theory.  Taylor and Luo’s actions in generating false information about the merger had been accomplished in their capacity as Legacy ELMS officers and directors.  Legacy ELMS had a right and responsibility to review the proxy before it was filed; SF Motors had no such responsibility.  SF Motors may be said to have received confidential information demonstrating the falsity of the proxy – because its employees, using SF Motors email accounts, received that information while they were negotiating for Legacy ELMS – but “this allegation does not demonstrate that withholding the information was within the scope of Taylor’s and Luo’s responsibilities for SF Motors.” 

I mean, sure, I guess, viewed narrowly, and maybe the problem here is that plaintiffs just didn’t have the facts to back up the claim (the documents are heavily redacted so I can’t get the details), but it reads to me like the allegation is that SF Motors – through Taylor and Luo – conspired to defraud Forum III investors, and that scheme involved setting up a new entity, unloading a bad asset to that entity, and then misleading Forum III investors about the value of the asset. If this was an entire scheme hatched by Taylor and Luo in their capacity as managers of SF Motors, then … I mean, that makes aiding and abetting an appropriate accusation.

And two other things.  Two episodes of the Shareholder Primacy have dropped since I last posted!  This week, Mike Levin and I talked about the contest for control of Warner Brothers (here at Apple, here at Spotify, and here at YouTube), and last week, Mike and Matt Moscardi of Free Float Media answered some questions sent to Shareholder Primacy’s mailbag (here at Apple, here at Spotify, and here at YouTube).

The National Business Law Scholars Conference (NBLSC) will be held on Tuesday and Wednesday, May 26-27, 2026, at UNLV William S. Boyd School of Law in Las Vegas, Nevada. This is the seventeenth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions at all stages relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate.

Please use this form to submit a proposal to present. The deadline for submissions is Friday, April 3, 2026.  A schedule will be circulated in late April or early May.  More information regarding the Conference can be found here: https://law.unlv.edu/national-business-law-scholars-conference-2026

Please contact Eric Chaffee (Eric.Chaffee@case.edu), if you have any questions. If you are interested in sponsorship opportunities, please contact Benjamin Edwards (benjamin.edwards@unlv.edu)

Conference Organizers:
Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (Case Western Reserve University School of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Michael Dorff (UCLA School of Law)
Benjamin Edwards (University of Nevada, Las Vegas Boyd School of Law)
Joan MacLeod Heminway (The University of Tennessee College of Law)
Nicole Iannarone (Drexel University Thomas R. Kline School of Law)
Kristin N. Johnson (George Washington University Law School)
Elizabeth Pollman (University of Pennsylvania Carey Law School)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)
Megan Wischmeier Shaner (University of Oklahoma College of Law)

Fields for the Form Document:

• Name
• E-mail address
• Institutional Affiliation
• Paper title
• Paper description/abstract
• Keywords (3-5 words)
• Willingness to be a panel moderator
• Dietary restrictions
• Mobility restrictions
• Additional Comments

Nevada’s Commission to Study the Adjudication of Business Law Cases held its second meeting on Friday, last week. As I covered in prior posts, the Commission has deep expertise in Nevada court practice with a significant number of seasoned Nevada litigators. For the Commission’s second meeting, I pulled together a roster of speakers to brief the Commission on a range of relevant issues.

The Commission heard from eight different speakers. I opened us with a quick introduction and review of recent reincorporation data for public companies. You can find the slides I used for that briefing here. I drew from Andrew Verstein’s recent work, The Corporate Census. He recently shared the updated draft in the Harvard Law School Forum on Corporate Governance.

Anthony Rickey of Margrave Law spoke next about the strengths undergirding Delaware’s longstanding dominance. Although he did not use any slides, he covered the core reasons why Delaware’s Chancery Courts are the envy of the world. He also explained that it’s more than just the expert and hard-working Chancellors–it’s an entire ecosystem of court reporters, litigation support services, and others that allows Delaware to hum along at its prodigious pace. Notably, Anthony also served as one of Nevada’s lawyers when it filed an amicus brief in the TripAdvisor case.

Eric Talley and Dorothy S. Lund of Columbia Law School also spoke, drawing from their recent paper Should Corporate Law Go Private? A PDF of their slides is available here. They explained how states offering differentiated products in corporate law will likely want to avoid simply copying each other’s offerings but still work to ensure the state’s law is applied in a predictable manner. They framed the issue not as a race to the top or the bottom but states offering different governance arrangements that may be better fits for some companies than others.

Megan Wischmeier Shaner of The University of Oklahoma College of Law spoke about business courts nationally and Oklahoma’s recent failed attempt to create its own business court. Professor Shaner published a guest post here on Oklahoma’s experience last month. She has been studying business courts closely and also serves as a member of the Corporate Laws Committee of the American Bar Association and on the National Business Law Scholars Conference Board. You can find her presentation materials here.

Jessica M. Erickson of the University of Richmond School of Law spoke about court systems and data collection. You can find a copy of her presentation materials here. She has done empirical work on litigation for some time and recently released a significant paper with Adam Pritchard and Stephen Choi on Delaware fee awards entitled Is Delaware Different? Stockholder Lawyering in the Court of Chancery. She also serves as a member of the Corporate Laws Committee of the American Bar Association.

Christopher Babock of Foley and Lardner discussed the Texas approach to business courts facilitating business generally. His presentation materials are here. I’d seen him shine on panels discussing Texas before. He also served as one of Coinbase’s counsel when it shifted its state of incorporation from Delaware to Texas.

Jai Ramaswamy of a16z Capital Management spoke about the venture capital ecosystem, a16z’s decision to organize under Nevada law and the importance of courts to long-term bets on companies.

David Berger of Wilson Sonsini spoke about advising public companies about differences between jurisdictions and what companies value when making these decisions.

The goal behind the briefing was to provide the Commission with access to perspectives and information from a range of speakers. I’m glad that they were able to hear from a diverse panel with a range of different views on corporate law topics. Our speakers will not agree on every issue and did not speak on behalf of their clients or institutions.

From my perspective, I’m glad that Nevada is proceeding in a deliberate and thoughtful way to think about how to continually improve our infrastructure as a state. This should help position the Commission to make recommendations to foster confidence in Nevada’s institutions and also to provide excellent service to Nevadans.

If you’re interested in following the Commission’s work or providing written comments, this is the Commission’s webpage.

Dear BLPB Readers:

“Call for Papers: Ninth Annual Wharton FinReg Conference – 4/10, submission deadline 2/10.

We are pleased to announce that the annual Wharton Financial Regulation Conference will take place on Friday, April 10, 2026.

Convening as the Trump administration wraps up its first year and as we head into the midterm election season, the conference offers a timely opportunity for scholars and policymakers to asses recent developments in financial regulation and peer over the horizon.

We invite submissions from scholars across all disciplines—law, economics, political science, history, business, and beyond—on any topic related to financial regulation, broadly construed.

There is conference funding to support the reasonable travel expenses of paper authors selected to present. There is also some funding available for additional participants, with priority given to new and emerging scholars.”

The complete call for papers is here: 2026 Wharton Fin Reg Conference – CFP