Following up on the last post in this series, we now have data from January through August 2026. Special thanks to three student research assistants, Boyd Law students Rocco Marino and Enya Dinca, and UNLV Honors College undergraduate student Micaela Benavidez-Sosa, for all the work they did to pull together this information. A copy of the spreadsheet used to produce this report is available here.

I’ve leaned on Claude to create infographics to help summarize the information. Any errors or omissions in this are mine alone.

Deal Flow by Month

We’re still seeing a significant number of offerings going to market. SpaceX still stands apart, but SK Hynix’s IPO also raised a huge sum. We’re also seeing more direct listings than I would have anticipated.

SPACs, Operating Company IPOs, and Direct Listings

SPAC IPOs continue to account for over half of the dataset.

Jurisdictional Choices by Capital Raised and Deal Count

Texas leads as the jurisdiction raising the most capital, driven largely by SpaceX.

When you pull SPACs out, the data shows the Cayman Islands dropping away.

If we look at deal count instead of capital raised, the Cayman Islands reign supreme because there are so many SPACs.

When we exclude SPACs, Delaware takes the crown for most deals by a solid margin, coming in at 61%. This struck me as a little suspicious initially because I had not thought of the Cayman Islands as a hub for operating company IPOs. The 11 Cayman operating company IPOs are mostly small cap raises. Five happened in August. It’s a real uptick in the Cayman share for operating company IPOs.

If we look at the distribution for SPACs, the Caymans really dominate with Nevada, Delaware, and Maryland each picking up a single SPAC.

Direct Listings

When we turn to direct listings, Delaware leads Nevada by one with a range of other jurisdictions in the mix.

Issuer Counsel Leaders for Direct Listings

For this segment, a range of different law firms worked on direct listings.

Underwriters

We see a range of underwriters involved in IPOs this year.

If we evaluate by proceeds raised, Goldman Sachs stays on top.

Issuer Counsel

Here, the firms representing SPAC issuers participate in the most deals.

But if we exclude SPACs, the most present firms for issuer counsel are Latham and Goodwin.

Underwriter Counsel

There is some overlap between issuer and underwriter counsel. This shows underwriter counsel both with and without SPACs.

Controlled Company Choices

Companies that self-identify as controlled companies seem to make different jurisdictional choices than others. Although Delaware pulled about 61% of operating company IPOs in this set so far, the Delaware share of controlled company IPOs comes in lower.

When we look at companies we flagged as having dual class stock, it’s a similar finding. There is a good bit of overlap between dual class companies and controlled companies, but not every controlled company will have dual class stock and not every company with dual class stock will self-identify as a controlled company.

Although there has been substantial discussion on differences in state corporate law driving incorporation choices, not as much attention has been paid to cost differentiation between the states. As many know, Delaware charges smaller public companies organized as corporations up to $200,000 annually. Large filers pay Delaware a flat $250,000 annually. But not every company will benefit from Delaware’s premium subscription plan.

Carliss Chatman and I wrote a response to Professor Bainbridge’s thoughtful DExit Drivers piece that was published in the Journal of Corporation Law. Our response, entitled DExit for Dollars, explores a complementary angle on the Delaware franchise tax and how it may be more material than previously appreciated for some smaller companies. Instead of focusing on the companies that have left Delaware to see what drove them—or at least what they put in the proxy, we consider the annual financial costs paid by companies that opt to remain. I also covered some of the cost considerations in a recent podcast with the Council of Institutional Investors.

One of our main contributions is to suggest that companies should look at becoming subject to Delaware’s annual franchise tax or escaping Delaware’s annual franchise tax as something akin to a perpetuity. A company paying $200,000 annually for the privilege of operating as a Delaware entity should consider the value that being a Delaware entity provides relative to other options in the market and whether swapping to some other jurisdiction would be beneficial when taking into account the cost to move or to attempt a move. For example, companies with substantial Texas operations pay an unavoidable activities-based tax to Texas every year. If the Texas Business Court now offers a suitable local forum, the question becomes whether Delaware’s additional cost offers benefits worth the recurring fee.

Calculating the value of avoiding Delaware’s franchise tax depends on picking an appropriate discount rate. At a higher 20% rate, avoiding a $200,000 annual fee is worth about $1 million. A 10% discount rate gives a $2 million figure.

Companies and investors must pick a discount rate that makes the most sense for their situation. A company expecting to be acquired in the next year or two might select a very high discount rate. In contrast, a stable company with long-term plans may warrant a lower discount rate.

Some aspects of this are hard to put a number on. How do you value access to the Court of Chancery? How much value does the corporation get from the comfort and confidence stockholders may take in knowing that Delaware’s vigorous plaintiffs’ bar will investigate and police possible misconduct when it is profitable for them to do so?

Other options also exist to mitigate Delaware’s annual franchise tax cost. We explore how companies have amended their charters to reduce authorized shares for a lower fee burden from Delaware’s annual franchise tax. But this “remain and reduce” approach comes with some risks. The company may not be well-positioned to raise capital quickly if it will require another charter amendment to authorize more shares for issuance. And, if retail stockholding increases, the company may struggle to secure enough votes to authorize a later amendment.

At least one company has simultaneously proposed a reincorporation alongside a reduction in authorized shares as an alternative. The attorney fees and other costs involved in a reincorporation or charter amendment must still make financial sense for a company to pursue it. For example, a small public company that shifts to Nevada might lower its annual fee burden to about $1,000 a year. This saves it $199,000 the first year and every year after that. If it will cost about $350,000 to pursue a reincorporation, the company must consider the odds its effort will succeed and whether the result will be financially beneficial over time. Companies with controlling or other large stockholders may face reduced risk as to whether they can get the votes. They might also prefer reincorporation for other reasons, but the cost benefits remain real.

There may also be options for law firms to defer fees in some circumstances for clients with cash-flow challenges. For example, a firm might do the work and then split the surplus generated over the next four or five years to make the move immediately cash-flow positive for the client. This would also give the law firm some payment risk.

To be clear, the franchise tax likely won’t matter to many of the largest public companies that make headlines, but it may matter more to smaller entities. Nevada has long served the smaller company market and constrained governance costs in a way that may generate value for smaller firms.

And there are a significant number of smaller public companies incorporated in Delaware today. There are about 520 Delaware-incorporated nanocaps with market caps under $50 million. There are roughly 540 Delaware-incorporated microcaps with market caps between $50 million and $300 million. And there are about 740 Delaware-incorporated small-cap companies with market capitalizations between $300 million and $2 billion. Roughly 1,200 public companies with market capitalizations under $500 million now operate as Delaware corporations.

The proxy disclosures around Delaware’s fees for this market segment are not always the best. Smaller companies looking at a move should break these figures out clearly and present the compounding benefits and costs over time to help investors understand how it matters–whether they are coming or going.

We’ve had some additional movement on the reincorporation front since the July update and we’ve also identified some smaller moves that hadn’t been captured in the earlier reviews. In July we’d identified 43 attempted moves for 2026, that number now sits at 59. As always, the underlying spreadsheet with links to filings is here. Given the current length, I’ve moved the full list to the bottom of the post this time.

I’ve also had Claude generate infographics again to help make trends easier to see. There is some variability in the outputs on these infographics between updates. My only instructions beyond asking for graphics that highlight particular things are to keep Texas Red, Delaware Blue (Go Blue Hens!) and Nevada Silver (the Silver State) so I can understand these at a glance.

Overall Movement Flow

One of the neat things about aiming to capture all the moves is you can see flows going both ways and think about what may be driving some of the movement.

I’m curious about some of these moves. For example, TopPoint Holdings now seeks to shift from Nevada to Delaware. The company has a market cap of about $3.3 million today. Its proxy discloses that the franchise tax in Delaware for it “ranges from a nominal fee to a maximum of $200,000, based on an equation of the number of shares authorized and outstanding and the net assets of the corporation.” It also states that it “may be substantially higher than our current Nevada fees.” Now, I think there have been federal securities actions around using the word “may” to describe a risk when the reality is known to be different.

I looked at its proposed charter authorizing 1,050,000,000 shares in Delaware if its proposals pass and Delaware’s guidance for calculating the tax. If their total gross assets for tax purposes is the same as the roughly $11 million on their 10-K, my quick estimate is that they’re probably going to be paying $200,000 annually, but I invite any Delaware lawyers to take a look and see if they think it’s likely to be lower.

Principal Executive Offices

Moves Over Time

My expectation here is that we’d see the vast bulk during the main proxy season, but it’s actually been more dispersed than I expected. Part of this may be the effect of moves by written consent.

Rough Market Cap By Attempted Destination

Texas continues to lead here and I expect it will take the crown in this category this year. Exxon and Dell are the biggest moves overall this year and they’re both in the Texas column. The spreadsheet doesn’t update with market movement, so this is only a rough figure.

Delaware’s largest attempt pickup here is Weatherford which is also in the Texas column. Weatherford first attempted to go from Ireland to Texas. After it didn’t get enough votes (it got about 60% but needed 75%), it proposed Delaware and a related deal. As I was putting this together — the vote result came out. It was approved! (As this came out yesterday as I was putting this together — I’ll get the vote totals and other updates into the next edition.)

Vote Approval Margins

It’s hard to know how useful the cross comparisons are on vote margins without drilling down more because companies with larger block holders may not need to win all that many votes and companies may invest varying amounts in explaining the decision to investors. Still, Delaware does not seem to have any difficulty getting the votes. This first infographic shows percentage of votes cast as yea or nay.

This next infographic displays vote percentages when you account for the abstentions and broker non-votes.

The Archer Aviation result here seems to be explained by non-votes and abstentions.

Delaware In and Out

Companies are moving in different ways here and Delaware has done well with some international moves and domestic micro and nano caps.

The Current List

Here are all the attempted moves I’ve caught this year. Enormous thanks to Boyd Law students Hunter Hawkins and Rocco Marino for the work to help assemble this. Any errors are my own!

	Company Name	Principal Executive Office	Origination State	Destination State
1.	Haymaker Acquisition Corp 4	Oklahoma	Cayman Islands	Delaware
2.	Forian, Inc.	Pennsylvania	Delaware	Maryland
3.	Cheetah Net	China	North Carolina	Delaware
4.	Galecto	Massachusetts	Delaware	Cayman Islands
5.	Curaleaf Holdings, Inc.	Conneticut	British Colombia	Delaware
6.	TruGolf	Utah	Delaware	Nevada
7.	LQR House	Florida	Nevada	Delaware
8.	CBAK Energy	China	Nevada	Cayman Islands
9.	Resolute Holdings Management, Inc.	New York	Delaware	Nevada
10.	Forward Industries, INC	Texas	New York	Texas
11.	EQV Ventures Acquisition	Utah	Cayman Islands	Delaware
12.	Datadog, Inc.	New York	Delaware	Nevada
13.	Keel Infrastructure Corp.	New York	Ontario	Delaware
14.	Datasea, Inc.	China	Nevada	British Virgin Islands
15.	CDT Equity	Florida	Delaware	Cayman Islands
16.	eXp World Holdings	Texas	Delaware	Texas
17.	ArcBest Corp	Arkansas	Delaware	Texas
18.	Texas Capital Bancshares	Texas	Delaware	Texas
19.	ExxonMobil Corp.	Texas	New Jersey	Texas
20.	NL Industries	Texas	New Jersey	Delaware
21.	ClearOne Inc	Utah	Delaware	Nevada
22.	Liberty Media Corporation	Colorado	Delaware	Nevada
23.	The LGL Group, Inc.	Florida	Delaware	Nevada
24.	TTEC Holdings, Inc.	Texas	Delaware	Texas
25.	Weatherford International plc	Texas	Ireland	Texas
26.	Dream Finder Homes	Florida	Delaware	Texas
27.	Voyager Technologies	Colorado	Delaware	Texas
28.	GPGI, Inc.	New Jersey	Delaware	Nevada
29.	FirstCash Holdings, Inc.	Texas	Delaware	Texas
30.	AerSale Corp	Florida	Delaware	Texas
31.	Natural Gas Services Group, INC	Texas	Colorado	Texas
32.	Archer Aviation Inc.	California	Delaware	Texas
33.	Sonoma Pharmaceuticals, inc	Colorado	Delaware	Nevada
34.	Samsara Inc	California	Delaware	Nevada
35.	Wave Life Science LTD	Singapore	Singapore	Delaware
36.	Dell Technologies	Texas	Delaware	Texas
37.	Spruce Power Holding Corp	Texas	Delaware	Texas
38.	Jushi Holdings Inc.	Florida	British Colombia	Nevada
39.	Aptorum Group Ltd	UK	Cayman Islands	Delaware
40.	King Resources	China	Delaware	Nevada
41.	Thunder Power Holdings	Delaware/China	Delaware	Nevada
42.	NexGel, Inc.	Pennsylvania	Delaware	Nevada
43.	DeFi Development Corp.	Florida	Delaware	Nevada
44.	Granite Ridge Resources	Texas	Delaware	Texas
45.	Weatherford International plc	Texas	Ireland	Delaware
46.	Nova Minerals	Colorado	Australia	Nevada
47.	Trulieve Cannabis Corp.	Florida	British Colombia	Delaware
48.	Nu-Med Plus, Inc.	New York	Utah	Nevada
49.	Energy Transfer LP	Texas	Delaware	Texas
50.	Sunoco LP	Texas	Delaware	Texas
51.	SunocoCorp LLC	Texas	Delaware	Texas
52.	USA Compression Partners	Texas	Delaware	Texas
53.	Etoiles Cpatial Group Co.. LTD	Hong Kong	Cayman Islands	Nevada
54.	Sui Group Holdings	Minnesota	Minnesota	Delaware
55.	TopPoint Holdings	Pennsylvania	Nevada	Delaware
56.	DoorDash	California	Delaware	Nevada
57.	Outdoor Holding Company	Texas	Delaware	Texas
58.	NextCure	Maryland	Delaware	Texas
59.	LandBridge Co LLC (LB)	Texas	Delaware	Texas

We have an interesting decision out of a California appellate court regarding the intersection of inspection rights and forum selection clauses.

California grants shareholders an unwaivable inspection right for any company with its principal office in California, even if the company is organized elsewhere.

An 11% shareholder of privately-held Orchid – organized in Delaware, headquartered in California – sought to exercise his California inspection right.  Orchid refused, claiming it would only recognize a Delaware inspection right, and the request was invalid under Delaware law.  The shareholder sued in California. At which point, Orchid did two things.

First, it filed a declaratory judgment action in Delaware seeking an order that it was not obligated to comply with the California statute; and second, it moved to stay in California, claiming the applicability of its forum selection bylaw – which required any “internal affairs” claim to be litigated in Delaware.

The California trial court granted the stay, but Delaware dismissed the Orchid action, on the ground that it did not have personal jurisdiction over the shareholder.

So, the whole thing gets to the California appellate court. And the first question is, are California inspection rights “internal affairs” such that the forum selection bylaw applies?

And through a combination of plaintiff concessions and waivers, the court essentially assumes that Delaware law governs the interpretation of the meaning of the bylaw.  And since under Delaware law, inspection rights are an internal affairs matter, then – even though California might treat inspection rights differently – the plaintiff’s inspection claim was an internal affair issue governed by the bylaw.

However, the court went on to hold that forum selection provisions will not be enforced if they contravene California’s public policy.  And here, California had an unwaivable public policy of allowing shareholders to inspect records, even of foreign corporations.  That meant it was Orchid’s burden to show the shareholder would get the same records if he litigated in Delaware – and Orchid did not make that showing.  Orchid conceded (correctly) that a Delaware court would not apply California’s statute, but Delaware’s. Leading to the question, is Delaware’s inspection right comparable to California’s? And the court held – no! Because California’s inspection right is broader than Delaware’s.  Among other things, Delaware recently amended its statute to require a showing of compelling need for documents beyond those in the enumerated categories, and California’s inspection statute does not require such a high threshold.  Plus, California permits shareholders to recover attorneys’ fees in a books-and-records action; Delaware does not, absent bad faith conduct.

Which meant, the forum selection clause was unenforceable, the trial court should not have granted a stay, and the whole case was remanded.

And I’ll just finish with, I just posted an essay arguing that, as the category of “internal affairs” is broadened, and as states use their corporate governance laws to effectuate more distinct (and controversial) public policies, other states are going to push back.  And that is exactly what happened here; the California court engaged in an extensive discussion of the recent amendments to DGCL 220 and how they would impede California’s public policy. Which, I should add, is especially strong given the number of startups headquartered in California that pay California residents in private stock, which is apparently what happened here. (I will also plug my paper, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrine, where I pointed out California might have a particular interest in protecting its worker-shareholders at privately-held startups).

Nope, no other thing. Once again, no new Shareholder Primacy podcast this week but we will be back soon!

Professor Kish Parella at Washington & Lee School of Law announces the 2026–2027 lineup for the International Business Transactions Virtual Seminar Series, this year organized around the theme “Asia at the Center of Global Business.”

The series brings together scholars working on contemporary issues in international business transactions, corporate governance, finance, regulation, and private ordering, with a particular focus this year on developments in and involving Asia. The seminars are virtual and scheduled to facilitate participation across Asia, Australia, and the United States.

The 2026–2027 Schedule:

September — Umakanth Varottil (National University of Singapore): “Flipping Companies”

October — Virginia Harper Ho (City University of Hong Kong): “Regulatory Partitioning, Corporate Veil-Peeking, and the (Un)bounding of Chinese Firms”

November — Gen Goto (The University of Tokyo): “Corporate Scandals in Japan”

January — Lin Lin (National University of Singapore): “Artificial Intelligence in China’s Banking Sector: Promises, Perils, and Regulation”

February — Ruoying Chen (Australian National University): “Law and Finance of Local Special Development-Purpose Vehicles: Australia, China and Beyond”

March — Giuliano Castellano (The University of Hong Kong): “Getting Credit Across Borders: How Legal Reform Templates Travel—and Why Results Diverge”

April — Ernest Lim (National University of Singapore): “Directors’ Duties and Climate Change”

The series is designed to create a regular forum for conversation among scholars, practitioners, and others interested in the legal and institutional questions shaping cross-border business. All are welcome.  We usually do not circulate papers for these sessions. Instead, presenters share their research for approx.15 minutes and we spend the remainder of the time in conversation among the participants.

Those interested in receiving seminar invitations and updates can join the series here: forms.gle/MoJS47FAdu22PF2Y6