Earlier today Pershing Square filed an S-1 seeking to raise “between $5 and $10 billion . . . consisting of the $2.8 billion in the PSUS Private Placement and between $2.2 billion and $7.2 billion, respectively, in the PSUS IPO.”

The IPO market is another key area to watch for jurisdictional competition. I’m working up some month-by-month statistics and materials for tracking this year’s IPO trends. The draft sheet is back with the research assistant team for some tweaking now, but January is nearly ready and should be out soon. It appears that the Caymans will take the crown for January IPOs when SPACs are included. If we exclude SPACs, Delaware again dominates.

If you want coverage of the Exxon proposal to shift from New Jersey to Texas, Ann has covered that one already. My only thought to add on it is that it’s consistent with what we’ve been seeing for corporations with a substantial Texas nexus already to shift to Texas–as Ann noted. This is how Exxon put it:

ExxonMobil is a Texas corporation in all but name, with most senior corporate executives and all corporate functions based in the state for the last 35 years. Our global headquarters are in Texas; approximately 30% of our global employees are based in Texas. Of the company’s U.S. employees, approximately 75% work in Texas and our U.S.-based research facilities are in Texas.

Here are some quick notes on the S-1 for Pershing.

Jurisdiction

The planned IPO is notable on the jurisdictional competition front because the company “will convert into a Nevada corporation by means of a statutory conversion and change its name to Pershing Square Inc.” before the registration statement becomes effective.

Counsel

In terms of lawyers on the IPO, it includes Simpson Thacher & Bartlett LLP, Washington, D.C. (Issuer Counsel), Brownstein Hyatt Farber Schreck, LLP, Las Vegas, (Nevada Counsel), and Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York (Underwriter Counsel). Sullivan & Cromwell LLP also appears, but I’m not sure where to sort them at this time.

Bench Trial Election

Pershing looks to take advantage of last session’s amendment to the Nevada law and opt into bench instead of jury trials. This creates a degree of parity with Delaware’s Chancery bench trials.

Controlling Stockholder Provision

Nevada’s controlling stockholder statute applies. This is how the S-1 describes it:

Pursuant to NRS 78.240 (as amended effective May 30, 2025, pursuant to Assembly Bill No. 239), no stockholder (other than a “controlling stockholder” as discussed below) has any fiduciary duty to us or any other stockholder, and each stockholder (other than a “controlling stockholder”), regardless of such stockholder’s relative ownership of shares, is entitled to exercise or withhold the voting power of such shares in such stockholder’s personal interest and without regard to any other person or interest.

A “controlling stockholder” is defined as 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 only fiduciary duty of a controlling stockholder of a corporation, in such person’s capacity as a stockholder, 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, for which breach the director or officer is liable pursuant to NRS 78.138, and which breach:

• directly relates to the initiation, evaluation, negotiation, authorization or approval by the board of directors, or a committee thereof, of a contract or transaction to which the controlling stockholder or any of its affiliates or associates is a party or in which the controlling stockholder or any of its affiliates or associates has a material and nonspeculative financial interest; and
• results in material, nonspeculative and non-ratable financial benefit to the controlling stockholder, which benefit excludes, and results in a material and nonspeculative detriment to the other stockholders generally.

However, the exercise or withholding of voting power by a controlling stockholder, or the indication or implication by a controlling stockholder as to whether or to what extent such voting power may be exercised or withheld, does not, by itself, constitute or indicate a breach of this limited fiduciary duty. A controlling stockholder is presumed to have not breached its fiduciary duty with respect to any contract or transaction if it is authorized or approved, or recommended to the board of directors, by a committee of the board consisting only of disinterested directors.

Due to the anticipated aggregate voting power of our capital stock by ManagementCo (including its holding of the Special Voting Share) at the time of this offering, ManagementCo would be deemed, at such time, to be a “controlling stockholder” under the statutory provisions described above.

Hustling off to teach, but wanted to get this out and keep an active eye on the IPO space going forward.