With the discussion over reincorporating companies continuing, the other place to watch to observe jurisdictional trends is the IPO market. I recently covered Delaware’s recent report that it pulled in “nearly 70%” of IPOs last year. But what does 2026 look like so far?
Answering that question requires gathering a lot of information. But we now have some spreadsheets thanks to some student help. I’m enormously grateful to two student research assistants, Boyd Law student Rocco Marino and UNLV Honors College undergraduate student Micaela Benavidez-Sosa, for all the work they did to pull together this information. This remains a work in progress and we’re continuing to refine the spreadsheets. If you see ways to make them more useful, please email me and I’ll take a look.
We aimed to gather information about all of the IPOs or direct listings occurring in the first half of 2026. A full copy of our spreadsheet is available here. I used Claude to create the infographics. Any errors in this analysis are mine alone.
Return of the SPAC
First, some insights. SPACS are back! This has been reported elsewhere, but many of the IPOs we tracked were SPACs. Overwhelmingly, these went to the Caymans. To understand trends, I’m breaking our infographics down into with and without SPACs because operating company IPOs are different and probably a better signal as to what’s happening.
SPAC IPOs vs Operating Co. IPOs.
On the SPAC front, almost all of the SPAC IPOs were in the Caymans. One went to Delaware.
All IPOs By Jurisdiction & Capital Raised
When you exclude SPACs from the mix, it shows a different percentage.
The Caymans just vanish off the chart. It’s nearly all SPACs there.
SpaceX Is Big.
SpaceX is just such a huge IPO that I thought it would be interesting to see how the market looked with SpaceX against everything else.
Focus by Jurisdiction
When you look at the overall jurisdictional breakdown in terms of how many companies particular jurisdictions, Delaware picks up just 28% of the market when SPACs are included.
Once you exclude SPACs, the picture looks similar to the total reported for last year by the Delaware Secretary of State’s office. Delaware is coming in at 64%. Nevada and Texas are in the mix.
The Law Firms
Because I have a big spreadsheet and AI to generate infographics easily, let’s look at capital raised by issuers’ counsel and capital raised by underwriters’ counsel. When I first did this, I ran into a SpaceX problem. Basically SpaceX raised so much money that all the other bars are too tightly compressed to show anything. You can see it for yourself. It’s Gibson Dunn’s 2 deals raising 5 times as much capital as Latham’s 13. The SpaceX magnitude just washes out the rest of the bars.
For the next few, I’m just excluding SpaceX.
In a few instances, we have multiple firms as issuer counsel. A good example is Brownstein Hyatt with a big Las Vegas office alongside Simpson Thatcher for Pershing Square’s $5 Billion IPO. That $5 Billion is counted for both of them in my chart.
Davis Polk was underwriter’s counsel on SpaceX and still takes the top slot on the underwriter chart even excluding it.
Overall Law Firm Rankings
To capture overall activity, this is the top 10 IPO or Direct listing participation for the first half of 2026 as either underwriters’ or issuer’s counsel.
Operating Company IPO Participation – Issuer & Underwriter Representation
With 88 operating company IPOs, it’s remarkable that Latham was probably involved in about a third of them. Latham and Davis Polk combine for about 60%. Of course, there are probably also deals where they were both involved.
Operating Company IPO Issuer Counsel
Operating Company IPO Underwriter Counsel
SPAC IPO Participation – Issuer & Underwriter Counsel Roles
It’s a similar situation on the SPAC side with Loeb & Loeb and Ellenoff Grossman combining for significant presence.
SPAC Issuer Counsel
SPAC Underwriter Counsel
What I take away from these is that there are distinct leaders in operating company IPOs and SPAC IPOs. On the operating company IPO side, Latham and Davis Polk pull away from the pack, doing significantly more deals. On the SPAC side, it’s Loeb & Loeb and Ellenoff Grossman.
Direct Listings
There have also been a significant number of direct listings. I’ll admit that this one surprised me because I expected it to come out the same as IPOs. But Nevada takes this one on a slim margin on deal count.
I ran it again by market cap and Delaware’s 4 deals are more than Nevada’s 5 on that front. Nevada drops to third with Australia taking second.
Delaware’s dominance by market cap here is really AstraZeneca driving the magnitude. If you exclude it as we did with SpaceX as a big outlier, the rankings shift and you can actually see the bars again.
On the direct listing front, let’s not forget the law firms doing the work. It’s a fairly diverse group with Winston & Strawn in the lead.
Underwriter Differences
It’s also interesting to look at what’s happening by different underwriters. There are really two different markets with different underwriters. The operating company ecosystem has one set of banks and tends to go to Delaware. The SPACs uses different banks and goes to the Caymans. Here are the top 15 by IPO deal count.
If you look at it by capital raised–excluding SpaceX.
When you put SpaceX in again, its magnitude again flattens everything else out.
Controlled Companies
Different jurisdictions classify companies as “controlled’ under different tests. This looks at companies that identify as controlled companies.
Delaware has the most here in terms of raw numbers. It’s also true that for other jurisdictions, most of what they have picked up comes from controlled companies.
The following chart shows non-controlled companies by state of incorporation.
What I take away from this is that controlled companies are now the ones most likely to pick states other than Delaware. What this market development means is a different question. There are different narratives depending on your perspective. Controlled companies may be more likely to pick alternative jurisdictions because of concerns about Delaware’s litigation environment and a desire to maintain operational flexibility. If you think that Delaware’s litigation environment strikes the right balance now, maybe you read this as controlled companies looking to escape accountability.
Ultimately this is a work in progress and we’ll be spending more time with the spreadsheets to make sure we’ve got it all right and doing more updates. If you think of other things to look at please send an email. I’ll put them in the next update if I can.