Although not much time has passed since I put out updated tables for Nevada and Texas on October 9, I’ve found another four reincorporations to Nevada recently, so I’ve updated these tables below. In the interest of making this readable, I’ve dropped the tables at the bottom and covered the stated rationales at the top.

The four recent firms announcing moves or attempts to move to Nevada include: (1) Oblong, Inc.; (2) HWH International Inc.; (3) Twin Vee PowerCats, Co.; and (4) Digital Brands Group, Inc. In terms of market capitalization, these are all nano-cap firms with market capitalizations under $50 million. Digital Brands Group is larger than the remainder combined with a market capitalization of roughly $38 million. This is a group where cost concerns about franchise taxes may be more material.

The stated rationales cover franchise tax costs, litigation risk environments, transaction planning, books and records actions, and potential D&O savings. As I am reading more of these proxies, I’m also beginning to develop concerns that not every firm reincorporating to Nevada has consulted with a Nevada lawyer about Nevada law. I’ve added some mild finger wagging to try to help.

Before discussing these, I want to drop a few quick notes for counsel drafting filings around Nevada reincorporations.

• Nevada’s statute online is out of date. You can access the Nevada Revised Statutes online, but you shouldn’t trust them until they’re updated. The 2025 revisions to the Nevada statute went into effect on May 30, 2025 upon Governor Lombardo’s signature. Westlaw has updated its version of the Nevada Revised Statutes. As of today, LexisNexis has not yet updated and is just as out of date as the Nevada website.
• The Nevada statute exempts public companies from stockholder inspection actions so long as they keep making their securities filings. The 15% threshold is for private companies.
• The Nevada statute does define controlling stockholders. It’s NRS 78.240. It provides that a controlling stockholder is “a stockholder of a corporation having the voting power, by virtue of such stockholder’s relative beneficial ownership of shares or otherwise pursuant to the articles of incorporation, to elect at least a majority of the corporation’s directors.” The statutory duty “is to refrain from exerting undue influence over any director or officer of the corporation with the purpose and proximate effect of inducing a breach of fiduciary duty by such director or officer.” You will not currently find this on the Nevada website or LexisNexis. You should pull it up on Westlaw or use the legislative materials.

Stated Rationales

Franchise Tax Cost Savings

Oblong

For this particular subset of firms, cost appears to be a material factor. Oblong, Inc. explained that its board seeks to move to Nevada for cost reasons, explaining that it expects to save at least about $175,000 per year. This is how the company put it:

We anticipate tax savings of approximately $175,000 to $200,000 on an annual basis. For the 2025 calendar year, we expect Delaware franchise tax expense will be approximately $175,000 to $200,000. We anticipate that, if we remain a Delaware corporation, for the 2026 calendar year, our Delaware franchise taxes will be approximately the same as 2025 (based on our current capital structure and assets). By comparison, if we redomesticate in Nevada, our current annual fees will consist of an annual Nevada state business license fee of $500, and the current fee for filing the Company’s annual list of directors and officers, based on the number of authorized shares and their par value, would equal $400. (emphasis added)

Interestingly, Oblong’s proxy gives two different numbers for its expected franchise tax cost in Delaware. On page 29, it says it expects $175,000 to $200,000 in franchise taxes for 2025. On page 32 it states that it expects the franchise taxes for 2025 will be $165,000. That’s at least a $10,000 difference.

HWH International

Similarly, HWH also identified cost a concern. Notably, HWH moved via written consent so there will not be a vote. It succinctly explained that “[t]he Company, while incorporated in the state of Delaware, is required to pay a corporate franchise tax each year, however the State of Nevada does not have a franchise tax. We paid franchise tax in the amount of $48,810 for the tax year 2024 and $205,000 for the tax year 2023. We estimate that we will save approximately $37,000 per year on franchise taxes if this proposal is approved.” (emphasis added)

Twin Vee PowerCats

Twin Vee also idenfied franchise tax savings as a rationale, explaining that it recently “paid approximately $25,258 in franchise taxes to the state of Delaware, which will no longer be required to be paid if the Reincorporation is completed. If the Reincorporation is completed, our current annual fees in Nevada will consist of an annual state business license fee of $500, plus the fee for filing our annual list of directors and officers based on the number of authorized shares and their par value, currently equal to $60,000, for a total of $75.” (emphasis added)

Digital Brands Group

Although Digital Brands also identified franchise tax cost savings, it did not specify what they would be. I took a quick look at the number of authorized shares (a billion shares of common stock authorized according to a 10-K) and an out-of-date calculator from Delaware and came up with $200,000 annually. I do not know if that is right and I don’t plan to spend any more time attempting to figure it out as no one is paying me to.

Lower D&O Insurance Premiums

Oblong

Oblong also contends that it hopes for lower D&O premiums as a Nevada firm. It identified “[p]otential cost savings in director and officer (D&O) insurance premiums from reduced litigation and litigation costs, including attorneys’ fees, which can be significant for corporate litigation.”

This potential and hope for lower D&O Premium benefit is something that a good number of firms have identified, but I have not yet been able to find any current D&O insurer that offers a discounted rate for Nevada firms. Nevada firms may end up paying lower rates over time if they don’t have any claims history, but there is not currently any insurer I know of that is offering a discount.

Concern About Delaware’s Litigation Risk Environment

Oblong

Oblong also expressed concern about Delaware’s litigation risk environment. It explained that “there has been an increased risk of opportunistic litigation for Delaware public companies, which has made Delaware a less attractive place of incorporation due to the substantial costs associated with defending against such suits. These costs are often borne by the Company’s stockholders through, among other things, indemnification obligations, distraction to Company management and employees, and increased insurance premiums.”

Twin Vee PowerCats

Twin Vee echoed this concern, stating that its board had “considered the increasingly litigious environment in Delaware, which has engendered less meritorious and costly litigation and has the potential to cause unnecessary distraction to our directors and management team and potential delay in our response to the evolving business environment.”

Digital Brands Group

Digital Brands also echoed these concerns about litigation risk environments:

we believe the Nevada Reincorporation will result in less unmeritorious litigation against the corporation and our directors and officers, which in turn would better allow our directors and officers to focus on the business and save the Company the costs of such litigation. Though the DGCL was recently amended to, among other things, increase protections for officers of a corporation, we believe Nevada strikes a better balance between the benefits and costs of litigation to the Company and its stockholders than does Delaware because Nevada has a statute-focused approach to corporate law whereas Delaware’s approach depends upon judicial interpretation that lends itself to greater uncertainty.

The increasing frequency of claims and litigation in Delaware brought by financially-interested law firms against corporations and their directors and officers creates unnecessary distraction and costs for businesses, especially businesses in competitive and innovative industries. The absence of statutory bright-line standards in Delaware for transactions that may involve a controlling stockholder has encouraged law firms to test new theories of liability and broaden the definition of who is in control, what transactions should be deemed conflicted and how strict the standards should be for cleansing such transactions. (emphasis added)

Predictability and Transaction Planning

Oblong

Oblong expressed concern about Delaware courts creating governance uncertainty and expressed a preference for Nevada’s statutory approach. This is how it put it:

We believe that the recent variety in and unpredictability of judicial interpretation in the Delaware courts will have a chilling effect on corporate decision-making, which could result in a company not engaging in transactions potentially beneficial to stockholders. Nevada courts follow a more statute-based approach to director and officer duties that is less dependent on the vagaries of judicial interpretation in the Delaware courts. The Board considered recent amendments to the Delaware General Corporation Law (the “DGCL”) that appear to attempt to address, at least in part, some of the uncertainty that has been created by recent Delaware court decisions, but the DGCL amendments are untested, subject to judicial interpretation and may not fully mitigate a variety of litigation and business planning concerns for the Company, and the Board believes that Nevada’s statute-based approach provides greater certainty for corporate decision making, which, in turn will benefit our stockholders. (emphasis added)

Twin Vee PowerCats

Twin Vee also discussed predictability. It put it this way:

Nevada’s statute-focused approach to corporate law and other merits of Nevada law and determined that Nevada’s approach to corporate law is likely to foster more predictability than Delaware’s approach at the current time. The Board believes that Nevada can offer more predictability and certainty in decision-making because of its statute-focused legal environment. NRS Chapter 78, which governs Nevada corporations, is generally recognized as a comprehensive and thoughtfully maintained state corporate statute. Among other things, the Nevada statutes codify the fiduciary duties of directors and officers, which decreases reliance on judicial interpretation and promotes stability and certainty for corporate decision-making. As we look to our planned growth, strategic decisions and plan for the years to come, removing ambiguity resulting from the prioritization of judicial interpretation can offer our Board and management clearer guideposts for action that will benefit our stockholders.

Concern about Books and Records Request Costs

Oblong

Oblong also identified Delaware 220 actions as a cost-driver for public firms in contrast to the Nevada approach which directs public company shareholders to the securities filings. It put it this way:

we may be subject to stockholder books and records inspection demands, pursuant to Section 220 of the DGCL, purportedly seeking to investigate alleged mismanagement and wrongdoing, which, in turn, may cause us to expend substantial legal fees and costs in responding to such demands, in addition to the time and distraction for our management team in gathering records and providing information to our lawyers. Although Section 220 of the DGCL was amended on March 25, 2025 (the “2025 DGCL Amendments”) to narrow the scope of such demands and increase the burden on stockholders for obtaining such records, we still expect fewer frivolous books and records demands under Nevada law, as inspection rights are more restricted for stockholders of a public company like Oblong. Specifically, under the Nevada Revised Statutes (the “NRS”), the right of a stockholder of record to inspect books of account and financial statements does not apply to a corporation that furnishes stockholders a detailed, annual financial statement or that has filed certain reports required pursuant to the Exchange Act during the preceding 12 months. (emphasis added)

Digital Brands Group

Digital Brands also expressed this concern, stating that “Nevada law also takes a different approach than Delaware with respect to stockholder inspection rights, which we believe may balance stockholder rights to accountability while mitigating the unmeritorious use of inspection rights.”

Mild Finger Wagging

In the interest of helping make sure people get Nevada law right, I’ve got two things to highlight here. As Nevada’s law is public and available to everyone, I don’t know whether firms will want to clean these details up before any vote or not. I’m calling these little notes finger wags to convey some chiding disapproval.

Books and Records

It’s worth noting that Digital Brands and Oblong describe Nevada law differently. Digital Brands described Nevada law on stock holder inspection rights this way:

The right to inspect the books of account and all financial records of a corporation, to make copies of records and to conduct an audit of such records is granted only to a stockholder who owns at least 15% of the issued and outstanding shares of a corporation, or who has been authorized in writing by the holders of at least 15% of such shares. A Nevada corporation may require a stockholder to furnish the corporation with an affidavit that such inspection is for a proper purpose related to his or her interest as a stockholder of the corporation.

This is incomplete. It’s a direct quote from the Nevada statute, but it does not mention that this provision wouldn’t apply to Digital Brands because it’s a public company. The same statutory provision, as Oblong noted, goes on to say “the provisions of this section do not apply to any corporation that furnishes to its stockholders a detailed, annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to section 13 or section 15(d) of the Securities Exchange Act, 15 U.S.C. §§ 78m or 78o(d).”

Interestingly, the same language in the Digital Brands proxy also shows up in a number of other proxies, including BAIYU Holding and Elevai Labs Inc. 

Controlling Stockholders

Twin Vee describes Nevada law on controlling stockholders this way:

NRS 78.140 provides a statutory framework for the approval of transactions between a corporation and a director or officer who has an interest in such transaction. Under this framework, such an interested transaction will not be void or voidable if: (a) the interest is disclosed to the board of directors or a committee thereof, and the disinterested directors or committee members approve such transaction in good faith; (b) the interest is disclosed to the stockholders of the corporation, and the stockholders holding a majority of the voting power approve or ratify the transaction in good faith; (c) the interest is not known to the interested director or officer at the time the transaction is brought before the board of directors for action; or (d) the transaction is fair to the corporation at the time it is authorized or approved. The NRS does not contain specific provisions that specify requirements related to transactions with controlling stockholders, but the Nevada Supreme Court has clarified that Nevada’s codified business judgment rule, and not an “entire fairness” standard, applies to judicial review of director and officer actions in the context of a transaction with a controlling stockholder. However, neither the NRS nor Nevada case law has precisely delineated the scope or extent of the fiduciary duties of controlling stockholders as such. (emphasis added)

This isn’t accurate after the 2025 session. The changes went into effect after being signed by the governor. The controlling stockholder duty is explicitly defined in the statute now. The Nevada Revised Statutes on the Nevada website is way too far out of date.

Updated Nevada Table

2025 Nevada Domicile Shifts
	Firm	Result	Notes
1.	Fidelity National Financial	Pass
2.	MSG Sports	Pass
3.	MSG Entertainment	Pass
4.	Jade Biosciences	Pass	Jade merged with Aerovate.
5.	BAIYU Holdings	Pass	Action by Written Consent
6.	Roblox	Pass
7.	Sphere Entertainment	Pass
8.	AMC Networks	Pass
9.	Universal Logistics Holdings, Inc.	Pass	Action by Written Consent
10.	Revelation Biosciences	Fail	97% of votes cast were for moving.  There “were 1,089,301 broker non-votes regarding this proposal”
11.	Eightco Holdings	Fail	Votes were 608,460 in favor and 39,040 against with 763,342 broker non-votes.
12.	DropBox	Pass	Action by Written Consent
13.	Forward Industries	Fail	This is New York to Nevada. Votes were 427,661 for and 96,862 against with 214,063 Broker Non-Votes.  Did not receive an affirmative vote of the majority of the outstanding shares of common stock.
14.	Nuburu	Fail	87% of the votes cast were in favor of the proposal.  11% against 1.6% Abstained. There were 12,250,658 Broker Non-Votes.
15.	Xoma Royalty	Pass
16.	Tempus AI	Pass
17.	Affirm	Pass
18.	Liberty Live	Pending	This is a split off from a Delaware entity to Nevada
19.	Netcapital	Fail	This was a proposed move from Utah to Nevada. It failed with 541,055 votes in favor and 1,456,325 votes against.
20.	Algorhythm Holdings	Pending	Meeting set for Nov. 20
21.	Capstone Holding Corp	Pending	Meeting set for Nov. 18
22.	Oblong, Inc.	Pending	Meeting set for Dec. 17
23.	HWH International Inc.	Pass	Action by written consent
24.	Twin Vee PowerCats	Pending	Meeting set for Dec. 4
25.	Digital Brands Group, Inc.	Pass	Action by written consent

Updated Texas Table

2025 Texas Domicile Shifts
	Firm	Result	Notes
1.	Zion Oil and Gas	Pass
2.	Mercado Libre	Withdrawn
3.	Dillard’s	Pass	12,791,756 votes for and 1,477,174 votes against
4.	United States Antimony Corporation	Pass	Shift from Montana to Texas. 20,626,385 votes in favor.  11,816,235 against. 35,888,464 broker non-votes.