Recently, Walmart shifted its listing from the New York Stock Exchange to the NASDAQ.  The move, apparently, had nothing to do with the formal policies of the exchanges, and everything to do with the fact that the NASDAQ is associated with tech stocks.  Walmart is trying to sell itself as a tech company, and part of that effort involves actually shifting exchanges.

To some extent, the benefits of this move rely on an assumption of market inefficiency, i.e., the well known phenomenon where stocks trade differently depending on index inclusion; Walmart is betting that if it’s added to the NASDAQ 100, it will trade like the rest of the index.

But it’s also an exercise in branding.  Walmart, I gather, hopes for an image revitalization; it’s signaling a business model, and a commitment to a digital business strategy, and it hopes investors will share that vision.

I’ve been thinking that, in the wake of the chartering wars, state of incorporation may serve a similar function.  I’ve previously posted that Texas has adopted an anti-woke approach to corporate governance, and I think for most firms, that’s not a particularly desirable stance; they’d much rather, at least, choose Nevada, where they get a full promise of noninterference.  But some firms may appreciate the branding – like, obviously, Musk-led companies, since Musk’s persona is intertwined with his companies.  And, apparently, crypto companies: both Coinbase and Enhanced announced moves to Texas, which fits well with the conservative/libertarian bent of the crypto industry. (There may be more practical reasons, as well; they may believe that declaring allyship with the Texas legislature will help shield them from other kinds of legal action).  Or, to put it another way, if incorporation in Delaware was once viewed as a mechanism to bond to a particular governance structure, incorporation in Texas may bond a firm to a particular political approach to business strategy (product development, marketing, hiring, etc), that could attract consumers and employees but – since I assume these groups largely do not attend to state of incorporation – is more likely intended to appeal to investors that share those political commitments.

This is a guest post from Megan Wischmeier Shaner, the Kenneth E. McAfee Chair in Law and President’s Associates Presidential Professor, at the University of Oklahoma College of Law.

On May 29, 2025, Oklahoma appeared poised to become the thirty-second state with a dedicated business court or commercial/complex litigation docket. SB 632 would create two new business courts in Oklahoma with jurisdiction over “complex cases” which could include claims involving antitrust or trade regulation, intellectual property, securities law issues, professional malpractice, contracts, commercial property, intra-business disputes, insurance coverage, environmental claims, product liability and e-commerce, among others. Modeled, in part, off Delaware’s Court of Chancery, the judges would be appointed by the governor for 8-year terms and must have ten or more years of experience in complex civil business litigation, practicing business transaction law, and/or serving as a judge or clerk of court with civil jurisdiction. Jury trials would only occur upon application by a party to a suit within a specified time period.

Shortly after SB 632 was signed by the governor two attorneys filed a legal challenge with the state supreme court asserting the legislation was unconstitutional. (White & Waddell v. Stitt, 2025 OK 68, C.A. No. 123222 (Okla. Oct. 7, 2025)). The Oklahoma Association for Justice filed an amicus brief in the litigation supporting the petitioners’ arguments as well as raising additional issues regarding the constitutionality of the legislation.

In a 6-2 decision, the Oklahoma supreme court held SB 632 was unconstitutional on several grounds. First, the court found that the creation of a new business court, separate from the Oklahoma district courts, exceeded the boundaries of the legislature’s power to create courts as set forth in the state constitution. Article VII, Section 1 of the Oklahoma constitution enumerates eight courts which have judicial power to adjudicate disputes in the state and a business court is not one of the existing, enumerated courts with judicial power. Second, the court held that even if SB 632 created a business court division within the district court system (one of the eight enumerated courts), such judges must be “elected by the voters of the several respective districts or counties at a non-partisan election in the manner provided by statute.” (Okla. Const. Art. VII, § 9). Because SB 632 mandated a selection process that allowed the governor to appoint the judges from a list of three candidates provided by the Speaker of the House of Representatives (and not the independent Oklahoma Judicial Nominating Commission) it was unconstitutional. Interestingly, both of these constitutional requirements regarding the structure of the Oklahoma judiciary were put in place following a bribery scandal in the 1960’s involving three justices on the state supreme court. The constitutional amendments were intended to limit the legislature’s power and influence over the judiciary and eliminate partisan appointment and election of judges.  In a time where it seems the state and federal judiciary are becoming more politicized; Oklahoma’s 1967 court reforms seem to protect its judiciary from some of those political pressures.

Even if Oklahoma’s business courts had withstood the constitutional challenges, they would not have had an impact on what looks to be a three-horse race among Delaware, Texas, and Nevada for corporate charters. Nevertheless, the issues raised in the Oklahoma litigation are relevant to the discussions taking place in Texas and Nevada regarding the structures of their respective business courts, especially with respect to judicial selection and terms.

Texas

In Texas there is speculation whether the issues raised in White & Waddell could be applicable to the Texas Business Court. Texas HB 19 provides that its Business Court judges are appointed by the governor for two-year terms. Similar to Oklahoma, Article V, Section 7(b) of the Texas Constitution provides that district judges are to “be elected by the qualified voters at a General Election,” thus raising constitutional questions about the judicial appointment process. Unlike Oklahoma, however, the Texas constitution provides that the legislature can “establish such other courts as it may deem necessary and prescribe the jurisdiction and organization thereof,” and this power was specifically cited in the creation of the Texas Business Court. Whether this broad grant of legislative power to create the Business Court includes structuring the judicial selection process in a different manner than district judges is unclear.  

Nevada

While not directly addressed in its opinion, the Oklahoma supreme court flagged other constitutional problems implicated by its business court structure, including more stringent judge qualifications, different starting and ending term dates, longer terms, high salaries and designated law clerks, and circumvention of the Judicial Nominating Commission’s role in recommending judicial nominees to the governor. Combined with the special appointment process for business court judges, the legislature was in effect creating a new class of judges within the district court system in violation of the constitution. Objections to business court judges receiving “special” treatment is something that has also been raised in the debates surrounding how Nevada should reshape its business court. Following a proposal to amend the Nevada state constitution to establish a dedicated business court with appointed judges (ARJ8), the chief justice of the Nevada Supreme Court announced plans to pursue the creation of a Commission to Study the Adjudication of Business Law. In so doing the chief justice expressed the desire to see more resources going to existing courts as opposed to the creation of new structures. Moreover, the chief justice and state legislators have expressed concerns over the judicial selection process proposed in the constitutional amendment: (i) that the legislature’s involvement in the nominating commission would, at a minimum, create the appearance of political motivation, and (ii) that the retention vote system would create two tiers of judges in Nevada – those appointed to the business court and others that must be elected. These concerns about different “classes” of state court judges are not unique to Nevada but apply to Texas’ structure (where legislators earlier this year unsuccessfully attempted to extend the judicial terms on the business court) and other states like Oklahoma considering how to create their own business court.

Well, restoring Elon Musk’s 2018 pay package and awarding $1 in nominal damages instead is, I suppose, one way of distracting from the Epstein files.

No one needs a recap of where we were on Elon Musk’s 2018 pay package, but just in case: in 2024, Chancellor McCormick concluded after a trial that Elon Musk was a controlling shareholder of Tesla, and that the pay package was a conflicted transaction that was not entirely fair to the stockholders. In particular, she found that Musk himself controlled the process by which the compensation committee set his pay, and largely made up his own contract with the comp committee serving as a rubber stamp. As a remedy, she ordered that the pay package be rescinded.

Today, the Delaware Supreme Court did not question any of Chancellor McCormick’s actual findings regarding how Musk’s 2018 pay package was negotiated, the control and interference that Musk exercised over the process, or even the unfairness of the award itself. Instead, the sole basis for the holding is a kind of Rumpelstiltskin argument: the plaintiffs used the word “rescission” when requesting a remedy, but this case does not meet the technical requirements for rescission – because rescission requires that both parties be restored to the status quo ante, and there’s no way to give Musk back his years working for Tesla after 2018. “It is undisputed,” said the Court, “that Musk fully performed under the 2018 Grant, and Tesla and its stockholders were rewarded for his work.”

(It was disputed, actually. Per Chancellor McCormick, “Defendants failed to prove that Musk’s less-than-full time efforts for Tesla were solely or directly responsible for Tesla’s recent growth, or that the Grant was solely or directly responsible for Musk’s efforts.” Details.)

Nor could the appreciation in value of his preexisting equity stake serve as a substitute to restore the status quo, because, per the Court, “[t]he benefits from his preexisting equity stake were not the compensation he was promised if he achieved the 2018 Grant milestones.” Which is an argument that proceeds on the assumption that Tesla’s “promise” was a fair one achieved at arm’s length, rather than one manipulated by Musk himself – which is … not what Chancellor McCormick found.

Okay, so the plaintiffs can’t technically receive rescission, because both parties can’t be restored to their 2018 positions. What about remedies like disgorgement or rescissory damages, then, would they be appropriate? A ha! Plaintiffs used the word “rescission,” not “rescissory damages” and not “disgorgement,” so the Court need not ponder such unlikely hypotheticals.

Which is to say, in the grand tradition of Paramount v. Time, widely viewed as a response to Martin Lipton’s Interco memo, the opinion reeks of political expediency (an impression buttressed by the fact that it was issued per curiam – no individual judge wanted to be associated). The Court took a hot potato and found a way to toss it without saying anything at all.

But one difference between Tornetta and the Paramount v. Time decision is that in Paramount, the Court found a way to protect the interests of corporate stakeholders from a rapacious form of shareholder wealth maximization. In Tornetta it … did the other thing.

And … a Very Special Shareholder Primacy podcast! Me and Mike Levin close out the year with a crossover episode with our sister pod, Proxy Countdown, featuring Matt Moscardi and Damion Rallis of Free Float LLC. Here on Spotify, here on Apple, and here on YouTube.

The White House Executive Order is out, and it largely tracks what I previously expected based on prior reporting. It isn’t self executing, but it directs the FTC, the SEC, and the DoL to review rules pertaining to proxy advisors and revise them, and/or take enforcement action.

The FTC is ordered to investigate potential antitrust violations.

The Department of Labor is ordered to consider revising rules pertaining to ERISA funds’ reliance on proxy voting advice (i.e., impose paperwork burdens that will inhibit funds’ ability to rely on proxy advisors).

The SEC is directed to ensure that proxy advisors register as investment advisors (too late!), and then use that status to incapacitate them with paperwork (I’m reading between the lines), and to somehow treat voting recommendations as the equivalent of coordinating a 13d group. It’s also directed to ascertain whether the recommendations themselves are misleading (the Business Roundtable has previously argued that it is proxy fraud for a proxy advisor to characterize a director as not independent when the company designates them as independent for exchange listing purposes).

Also included is a direction to the SEC to revise and rescind guidance surrounding Rule 14a-8.

Anyway, these are largely the moves I discussed in my prior posts, here and here. Now it just depends on how far the agencies go and the extent to which ISS and Glass Lewis fight back in court.

And another thing. On this week’s Shareholder Primacy podcast, Mike Levin and I talk about what activists are doing this time of year. Here at Apple, here at Spotify, and here at Youtube.

And still another thing. I participated in this blog post at the Harvard Law School Forum on Corporate Governance, along with Jill Fisch, Sarah Haan, and Amelia Miazad, arguing for the legality (and advisability) of precatory shareholder proposals under Delaware law.

Obviously, the big business news today is the Netflix/Warner merger agreement, coupled with party-crasher Paramount.

This is not, of course, the first time that Paramount has interrupted a Warner merger deal. As probably everyone reading this post already knows, back in the late 80s, Time signed a merger agreement with Warner, and Paramount parachuted in with an offer to take over Time instead. When Time locked up the merger agreement too tightly for Paramount to get a foothold, it sued in Delaware, and lost before the Delaware Supreme Court in Paramount v. Time.

A lot of the mainstream news reporting is presenting Paramount’s topping bid for Netflix as a “hostile” tender offer, echoing Paramount’s claim that it is taking its bid directly to the shareholders. That is … not exactly accurate.

No one does hostile tender offers anymore, in the sense of an actual for-real offer to buy shares without approval of the target board. That’s because, after cases like Paramount v. Time, boards have fairly broad powers to prevent unapproved acquisitions – like, poison pills, and DGCL 203. So, this Paramount offer is actually a proposal for a friendly 251(h) merger, conditioned explicitly on the approval of Warner’s board:

Consummation of the Offer is conditioned upon, among other things, the following conditions: (i) Warner Bros. shall have entered into a definitive merger agreement with Paramount and the Purchaser substantially in the form of the merger agreement submitted by Paramount to Warner Bros. on December 4, 2025 and attached to the Offer to Purchase as part of Annex A (the “Paramount/Warner Bros. Merger Agreement”), other than changes required to reflect completion of the Offer followed by a second-step merger under Section 251(h) of the DGCL and any other changes mutually agreed between Warner Bros. and Paramount

Which means, Paramount is only taking its bid to the shareholders in the sense that it’s hoping Warner shareholders will pressure Warner’s board into terminating the Netflix deal and accepting Paramount’s offer.

Beyond that, is there any way Paramount – or Warner shareholders – can actually force Warner to accept Paramount’s bid if it remains adamant about the Netflix deal?

Well, there’s always the possibility of a lawsuit alleging breach of fiduciary duty – Paramount has already suggested that Warner prefers Netflix’s bid because David Zaslav personally favors Netflix. And Paramount could run a proxy contest to replace Warner’s board.

Beyond that, though, the only legal leverage Paramount has is that the Netflix transaction requires a shareholder vote. Presumably, if shareholders vote down that deal – and take Netflix off the table – that would persuade Warner to come back to Paramount. That is, of course, largely what happened when JetBlue made a topping bid for Spirit Airlines after Spirit signed a deal with Frontier. When it became clear that shareholders preferred JetBlue’s offer and would vote down the Frontier transaction, Spirit’s board broke it off with Frontier and signed with JetBlue (which ended … badly).

Back in the old Paramount v. Time fight, Time, too, was worried that its shareholders would prefer Paramount’s offer to the Warner deal, and vote down Warner. So, it actually restructured the transaction to avoid a vote of its own shareholders.

Can Warner do that? Actually, yes, in a way. Remember, the Netflix deal has two parts. A spinoff of the news assets into a separate company, after which Netflix buys the remainder. The current merger agreement contemplates a shareholder vote before any reorganization measures take place. But I don’t believe there’s any legal reason why the vote can’t take place after the spinoff, which itself doesn’t (I think???) require a vote at all (let me know if that’s wrong, by the way).

If that were to happen, well, after the spinoff, Warner would be a different company, and presumably Paramount’s offer would be dead, or at least have to be substantially revised – which would functionally force Warner’s shareholders into Netflix’s loving arms.

But if Warner were to revise the agreement in that way, it would almost certainly draw legal challenge – and very likely Warner would lose. When Time restructured an agreement to avoid a shareholder vote, it was doing so in contemplation of a long-term plan subject to business judgment; Warner, however, is in Revlon-land, and it can’t justify, essentially, cutting off a bidding war and coercing a transaction on the grounds that it believes the company has a brighter long term future in the new structure.

Now, let’s take a moment to go back to the lawsuit idea. Presumably, if Warner remains adamant, Paramount (or Warner shareholders) could sue Warner’s board alleging breach of fiduciary duty because Warner unreasonably has favored Netflix. That’s a difficult argument because, dollar for dollar, the Netflix transaction might offer more value to shareholders (Netflix is offering less than Paramount, but Warner shareholders get to keep the spun off news business). So, the argument would have to be something like unreasonable process (i.e., Warner just liked Netflix better for improper reasons), and higher regulatory barriers/less deal certainty for the Netflix merger.

But then we run into the problem I blogged about when Pfizer, Metsera, and Novo were dancing this dance – namely, the implicit (and sometimes explicit) argument in Paramount’s favor is that the Trump Administration wants the Ellisons to buy Warner so they can kill CNN. If that’s what ends up in Delaware, how is a Chancery judge supposed to weigh it?

I guess it’s a two post kind of week.

I previously predicted that one way the Trump Administration could attack proxy advisors would be from the client side, i.e., to make it more difficult from a regulatory perspective for clients to follow proxy advisor recommendations, but I didn’t anticipate this from Commissioner Uyeda:

With regard to proxy voting, practices that directly or indirectly result in coordinated voting should be evaluated with respect to compliance with reporting requirements under the Securities Exchange Act. Shareholders form a group if they act together for the purpose of voting the equity securities of an issuer. Depending on the facts and circumstances, funds and asset managers using PVABs for voting decisions may have formed a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the Securities Exchange Act.  Indeed, the Commission itself raised this issue in 2020 when it stated that “[u]se of a proxy voting advice business by investors as a vehicle for the purpose of coordinating their voting decisions regarding an issuers’ securities” would raise issues under the SEC’s beneficial ownership rules. Of course, a group is not formed simply because a shareholder independently determined how it wants to vote on an issue, announced its voting decision, or advised others on how it intended to vote. The key is that the vote is based on an independent decision by the shareholder itself. If, in lieu of such independent decision-making, funds and asset managers automatically vote shares solely based on PVAB recommendation regarding shareholder proposals that have the purpose or effect of influencing control over the company and the aggregated voting power of such persons exceeds 5% beneficial ownership, such persons may have formed a group and need to file a Schedule 13D even if they beneficially own less than 5% on an individual basis.

To the extent that funds and asset managers are engaging in “robo-voting” based on PVAB recommendations, such practices should be reviewed to determine whether they comply with the Exchange Act and SEC rules. The evaluation of whether a group has been formed should take into account the business realities of the arrangements, particularly if robo-voting results in coordination of voting practices where owners of the same securities vote in tandem with each other with the effect of influencing control of an issuer. The substance of such arrangements has implications under Section 13(d) of the Exchange Act and we should not shy away from scrutinizing such consequences.

Now, let’s leave aside the issue of how common it is for shareholders to blanketly accept proxy advisor recommendations with no further analysis or refinement (my guess is, not very common, but it does exist among smaller funds).

The suggestion, as I understand it, is even if the shareholders have no agreement with each other, so long as they have individually and independently decided to defer to the recommendations of Glass Lewis, they are now all a 13(d) group.

It’s not clear to me where the agreement is, exactly.  The shareholders have no understanding with each other.  They don’t even have an understanding with the proxy advisor – Glass Lewis doesn’t care if you actually take its recommendation, it gets paid regardless.

At best, the theory here is something like what Delaware calls a “daisy chain” in the context of advance notice bylaws and poison pills – if Shareholder A has an agreement with Shareholder B, and Shareholder B has an agreement with Shareholder C, then Shareholder A and C are in agreement.  Here, it would be a kind of hub and spoke model, I guess, with Glass Lewis at the center.

Well, when these daisy chain provisions come up in Delaware law, courts tend to become concerned that they demand more of shareholders than they reasonably know or could discover.  See, e.g., Kellner v. AIM Immunotech, 320 A.3d 239 (Del. 2024); Wright v. Farello, 2025 WL 3012956 (Del. Ch. Oct. 27, 2025).

More relevantly, though, federal courts interpret 13(d) and Rule 13d-5 to require an actual agreement among the shareholders. See e.g., Wellman v. Dickinson, 682 F.2d 355 (2d Cir.1982) (requiring “a formal or informal understanding between Dickinson and others holding beneficial ownership of more than 5% of Becton stock for the purpose of disposing of the shares under their control”; “an express or implied understanding…between the group members”; “the touchstone of a group within the meaning of Section 13(d) is that the members combined in furtherance of a common objective”); Corenco Corp. v. Schiavone & Sons, Inc., 488 F.2d 207 (2d Cir.1973) ( “[A]bsent an agreement between them a ‘group’ would not exist.”).

Under this standard, it is not sufficient to say that an understanding exists merely because putative group members are aware that other putative members are behaving a certain way.  Indeed, Section 13(d) does not even capture “conscious parallelism,” whereby members are not only aware of each other but intentionally coordinate. See John C. Coffee, Jr. & Darius Palia, The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance, 41 J. Corp. L. 545 (2016).  The SEC has taken the position that conscious parallelism counts, but, oddly, though it proposed amending the rules to say that explicitly, it didn’t actually adopt those amendments, and the judicial definition under current law doesn’t back the SEC up.

And in this case, of course, Commissioner Uyeda proposes to go much further than conscious parallelism (or even SEC guidance, which requires shareholders act with a “purpose” to do something), since no one is intending to parallel anyone; at best, it’s merely consciousness.  But even under that standard, we fall short: no one Glass Lewis client has any knowledge that any other Glass Lewis client is voting a particular way – at best, they know in an abstract sense that some Glass Lewis clients take Glass Lewis recommendations, but they have no insight into the level of process those shareholders employ before adopting the recommendation, which (according to Commissioner Uyeda) should be the touchstone for determining coordination.

(Sorry, just had a moment imagining advance notice bylaws and poison pills that triggered when enough investors followed a Glass Lewis recommendation.)

So, you know.  I don’t think the SEC can get there without, at minimum, more rulemaking, and possibly not even that – but it can certainly make life difficult for investors and proxy advisors along the way.

There has been some movement since the last update. Here are the new proposed moves. It’s one more for Nevada, and two puzzlers for Texas. One recent announcement and one newly discovered.

Nevada

Nevada picks up Classover Holdings. It’s another nano-cap stock with a current market cap of around $9 million. Classover flags the franchise fees as an issue and should update its [bracket] placeholders with figures by the time of the final proxy to reveal how much it pays now. Given the market cap, I expect the franchise fee may be a material factor.

Classover also flags a concern about the Delaware litigation environment:

The increasing frequency of claims and litigation directed towards directors and officers has greatly expanded the risks facing directors and officers of public companies in exercising their duties. The amount of time and money required to respond to these claims and to defend these types of litigation matters can be substantial.

Classover also expresses a preference for Nevada’s statutory approach.

Though Delaware corporate law has recently been amended to, among other things, increase protections for officers of a corporation, we believe Nevada is more advantageous than Delaware because Nevada has pursued a statute-focused approach that does not depend upon judicial interpretation, supplementation and revision, and is intended to be stable, predictable and more efficient, whereas much of Delaware corporate law still consists of judicial decisions that migrate and develop over time.

Two Texas Puzzles

Eightco Really Wants To Go

There are actually two newly identified Texas puzzles. The first is Eightco Holdings. It declared for Texas on December 1. The puzzle here is where do I put Eightco? I had them on the Nevada list for 2025 because they declared for Texas in late 24 and had the unsuccessful vote in 25. Now, it appears I may have to put them on the Texas list. Maybe I just count “attempts” instead of companies attempting. The vote is set for December 16.

This is Eightco’s stated rationale:

 Delaware and Texas provide substantially equivalent bundles of economic, governance, and litigation rights for stockholders, balancing relevant considerations against one another and as relevant to the Company. However, there were two differentiating factors: (1) Texas statutory law on corporate constituencies would better align with the Company’s mission-driven culture; and (2) Delaware has an established and respected business court and the largest body of corporate case law in the country, whereas relatively recently Texas has created a business court, but the Texas statutes are more favorable to the Company and its shareholders. The Board balanced these considerations and concluded that, in its business judgment, it is in the best interests of the Company and all its stockholders for the Company to reincorporate in Texas. The Board, in this evaluation, included an examination of the effect of redomestication on the economic, governance, and litigation rights of stockholders.

Don’t get too attached to Eightco Texas; it was proposing to Nevada just last year and voting on it earlier this year. Plus, Nevada must still be on Eightco’s mind because the proxy has this lovely Freudian slip on page 11 instructing shareholder-nominated directors to include “a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe fiduciary duties under Nevada law with respect to the Company and its stockholders.” I’m not sure how that would happen unless Eightco is planning to run off to Vegas.

The drafting is interesting because when it originally proposed to come to Nevada at the end of 2024, the language read that “the nominee will owe fiduciary duties under Delaware law (or Nevada law after the Redomestication) with respect to the Company and its stockholders.”

The Solidion Technology Mystery

Lora Kolodny brought Solidion to my attention. I haven’t had enough time to dig into what happened yet, but here is what I know. This is a company with a market cap over $60 million. It recently received a grant from the U.S. Department of Energy. The last proxy is a preliminary one filed on January 8, 2025. It contains a previously unreported proposal to shift to Texas. It gives usual reasons, franchise fees, the Texas Business Court, and settles on Texas because of its operational connection to the state.

I haven’t found a final, definitive proxy and have not found an 8-K disclosing the results of any vote. I’m not an expert in proxies, but Donnelly Financial is and they seem to think companies have to file definitive proxies. Solidion has filed them in the past. I did find 8-Ks stating that people should not rely on prior financial statements. The most recent quarterly report identifies Solidion as a Delaware corporation. I haven’t verified whether its in good standing in Delaware or not yet, but I would be interested to hear if anyone pays the Delaware Secretary of State’s office for the goods. I ran a search in Texas and didn’t find an entity with the name. It terminated Deloitte for CBIZ CPAs as its auditor. CBIZ only executes deficient audits 50% of the time. Nothing to see here.

And now for some wild speculation about what might have happened. I have no source on this, I’m just spitballing. With the unreliable accounting figures, I’m guessing that there is some drama behind the scenes. The curious absence of a final proxy or information about the vote makes me guess that some lawyers probably withdrew from representation. The new legal team or whoever was handling that period probably just dropped the ball on the filings. I’ll poke around some more and see if I can figure this out.

The Search Method

Now that I’ve been going on EDGAR and running searches for some time, I thought it might be helpful to put out how I do it and flag a strange wrinkle in EDGAR.

To check for moves, I tend to run this search. Essentially, I look at recent proxy materials for Delaware-incorporated companies and search for the word “Nevada.” If you want to check for Texas or any other state, just change the search term. You get a lot of false positives, but it narrows it down and it’s quick to click through. You can get a broader set and capture moves from other states by leaving the state of incorporation field blank.

This brings me to the strange wrinkle. EDGAR does not appear to update the state of incorporation when companies move from one state to another. For example, Cannae has been a Nevada corporation for some time, but all of its materials keep showing up because EDGAR incorrectly identifies it as a Delaware corporation. I should probably start filling out the feedback forms that the SEC pops up when you visit the website.

And with that, I have the updated lists below.