On September 12, the William S. Boyd School of Law and Greenberg Traurig, LLP will co-host our Sixth Annual Corporate Governance Summit at the Wynn on September 12. This is a link to the event with the program and registration.

I’m delighted that this year’s lunchtime keynote address will be given by The Honorable Collins J. Seitz, Jr., Chief Justice of the Supreme Court of Delaware. He’s a titan in this space and I’m so incredibly grateful that he is coming out to Nevada to talk.

The Summit aims to present engaging panels on hot topics facing boards of directors and senior corporate leadership. We’re going to discuss corporate domicile choice, strategy alignment in the face of evolving federal and state political landscapes, managing internal board disputes, and unique private and portfolio company challenges.

If you’re interested in the event, and want to make it a Vegas weekend, you have lots of options.

Candidly, I’m most excited about Chief Justice Seitz. All of these other big shows are here all the time.

A position that may be of interest to our readers. University of Georgia has one of the very best legal studies groups within a business school in the country.

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The Department of Insurance, Legal Studies and Real Estate in the Terry College of Business at The University of Georgia invites applications for a full-time non-tenure-track faculty position in Legal Studies at the lecturer level, beginning in spring semester 2026, with a start date of January 1, 2026.

Candidates must hold a juris doctorate or equivalent degree. Strong communication skills and demonstrated potential for excellent teaching are required. The position is renewable based on performance, and promotion to Senior Lecturer is possible after six years of service. For information regarding the requirements for each faculty rank, please see the University of Georgia Guidelines for Appointment and Promotion of Lecturers (https://provost.uga.edu/policies/appointment-promotion-and-tenure/guidelines-for-appointment-and-promotion-of-lecturers/).Participation in service activities appropriate to the rank is expected. Salary is competitive and commensurate with qualifications.

Applications received by October 10, 2025 are assured of consideration; however, applications will continue to be accepted until the position is filled. Interested candidates should upload a cover letter, a full vitae, and contact information for three references (including email addresses) to https://www.ugajobsearch.com/postings/443802The department will reach out to your references at the appropriate time in the process. No additional materials will be considered. Applications submitted in other ways will not be considered.

Since our founding in 1785, the University of Georgia has operated as Georgia’s oldest, most comprehensive, and most diversified institution of higher education (https://www.uga.edu/). The proof is in our more than 235 years of academic and professional achievements and our continual commitment to higher education. UGA is currently ranked among the top 20 public universities in U.S. News & World Report. The University’s main campus is located in Athens, approximately 65 miles northeast of Atlanta, with extended campuses in Atlanta, Griffin, Gwinnett, and Tifton. UGA employs approximately 3,100 faculty and more than 7,700 full-time staff. The University’s enrollment exceeds 41,000 students including over 31,000 undergraduates and over 10,000 graduate and professional students. Academic programs reside in 19 schools and colleges, including our newly formed School of Medicine.

Questions can be directed to the search committee chair, Mike Schuster at Mike.Schuster@uga.edu

The University of Georgia is an Equal Opportunity/Affirmative Action employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, ethnicity, age, genetic information, disability, gender identity, sexual orientation or protected veteran status. Persons needing accommodations or assistance with the accessibility of materials related to this search are encouraged to contact Central HR (hrweb@uga.edu). Please do not contact the department or search committee with such requests.

As I mentioned in an earlier post, the Nevada Supreme Court has launched an effort to create “Commission to Study the Adjudication of Business Law.” Nevada will hold a hearing on the Petition to create the Commission tomorrow at 3:00 p.m. This is the order explaining how to participate.

The Petition explains that:

The nature and scope of business law cases require specialized knowledge of complex areas of the law and often result in lengthy times to disposition. Rules and procedures specifically focused on business law cases are necessary to efficiently and effectively adjudicate these cases. The proposed rules provide consistent statewide rules defining the scope and procedures for resolving business cases necessary to ensuring consistent and effective adjudication of business cases. Further, the proposed rules mandate the selection of district court judges, experienced in all aspects of business law, to be dedicated solely to the adjudication of business law matters as defined in the proposed rules. A commission to study the area of business law, including reviewing and making recommendations regarding proposed SCR 254, is necessary to advance the training, education, specialization, timeliness, and efficiency of Nevada’s districts in resolving business law cases.

In essence, the Petition does a two things. First, it asks the Nevada Supreme Court to create a Commission to study the adjudication of business law cases. Second, it asks the proposed Commission to consider a discussion draft of a proposed rule for business courts. Right now, Nevada business court judges handle multiple kinds of dockets at the same time. The proposed rule would, among other things, shift a subset of judges into handling business law matters full time and make other changes to how they are selected from among the pool of judges elected to office.

Notably, everything contemplated by the Petition and Proposed Rule appears to be something the Judiciary may do without the need for a constitutional amendment. Amending Nevada’s constitution takes a long time.

You can access the official docket here. You can find my comment letter there and other letters, but I’ve also uploaded and linked to my letter separately here. This is the official stamped copy in black and white. On occasion, I’ve run into challenges downloading from the website, but you can usually wait a few minutes and click again.

My letter strongly supports the creation of the Commission makes suggestions both for the Commission’s membership and the proposed rule.

One thing to note that isn’t addressed in my letter, the proposed rule would shift the locus for selecting business court judges from among the pool of elected judges away from the Chief Judges of Clark and Washoe Counties and to the Chief Justice of the Nevada Supreme Court with the assistance of a nominating committee. If I were the Chief Judge of a trial court, I might prefer this structure so I wouldn’t have to be the one to select between different judicial colleagues.

THE UNIVERSITY OF KENTUCKY ROSENBERG COLLEGE OF LAW invites applications to fill three regular title series tenure-track faculty positions at the rank of Assistant or Associate Professor, beginning in August 2026. The positions will be 9-month appointments corresponding with the University’s fall and spring. The College welcomes applications from candidates across all areas of law and particularly from persons whose teaching interests span multiple subjects. Contracts, business law, and commercial law are among the subjects sought. We may consider an applicant for a full Professor position. The Rosenberg College of Law is an important part of a major research university and offers a collegial and supportive atmosphere for its faculty, staff, and students. Applicants should have a J.D. or equivalent law degree, a record of high academic achievement, and a demonstrated potential for excellence in teaching and in scholarly productivity. Successful applicants will be expected to distribute their work effort as follows: 45% of effort into teaching, 45% of effort into research, and 10% of effort into service. We are interested in applicants with a wide variety of professional and academic experiences and backgrounds. Salary for this position will be commensurate with experience.  

To receive consideration for this position, applicants must apply through the University of Kentucky’s Integrated Employment System at https://ukjobs.uky.edu/postings/591699 where they can submit a letter of application and resume. Please send any questions to Faculty Appointments Committee Chair Alan Kluegel, alan.kluegel@uky.edu, or by mail at the University of Kentucky Rosenberg College of Law, 620 South Limestone, Lexington, KY 40506-0048. 

Employment at UK is subject to fund availability and comes with diverse rewards, focusing on your total well-being and career development, with leadership striving to provide a strong work-life integration. The university generously contributes to employees’ retirement plans, medical coverage, and life insurance. In addition, UK offers optional benefits such as dental and vision insurance, additional retirement plans and much more. To learn more about these benefits, please visit: www.uky.edu/HR/benefits.

Lexington is in the center of the Bluegrass, an internationally acclaimed cultural landscape, and in close proximity to Louisville and Cincinnati. It is a community of 300,000 and is distinguished by its rating as one of the top 10 most educated cities in the nation (according to the U.S. Census), top 5 cities for young professionals (Kiplinger), top 3 mid-sized cities for lowest cost of living (KPMG LLP), and top 5 cities to raise a family (Forbes). More information on Lexington is available at  http://www.visitlex.com and http://www.aceweekly.com. 

The University follows both the federal and state Constitutions as well as all applicable federal and state laws on nondiscrimination. The University provides equal opportunities for qualified persons in all aspects of institutional operations, and does not discriminate on the basis of race, color, national origin, ethnic origin, religion, creed, age, physical or mental disability, veteran status, uniformed service, political belief, sex, sexual orientation, gender identity, gender expression, pregnancy, marital status, genetic information, social or economic status or whether the person is a smoker or nonsmoker, as long as the person complies with University regulation concerning smoking. 

Now that two months have passed since the last time I updated this chart, it seemed like a good opportunity to look at what happened in the votes that were still pending.

I also added a separate chart for Texas.

Nevada Running Results

As it stands, Nevada saw 18 firms attempt to shift to Nevada. Only three were unsuccessful. The list below includes 19 firms though because I added the Live Nation split off as something to track and discovered that Netcapital now seeks to shift from Utah to Nevada.

The three that failed seem driven by non-votes. Simply getting shareholders to vote seems to be a consistent problem. Eightco, Revelation Biosciences, and Nuburu all won majorities of the votes cast, but lacked sufficient votes overall.

2025 Nevada Domicile Shifts
 FirmResultNotes
 1.Fidelity National FinancialPass 
 2.MSG SportsPass 
 3.MSG EntertainmentPass 
 4.Jade BiosciencesPassJade merged with Aerovate.
 5.BAIYU HoldingsPassAction by Written Consent
 6.RobloxPass 
 7.Sphere EntertainmentPass 
 8.AMC NetworksPass 
 9.Universal Logistics Holdings, Inc.PassAction by Written Consent
 10.Revelation BiosciencesFail97% of votes cast were for moving.  There “were 1,089,301 broker non-votes regarding this proposal”
 11.Eightco HoldingsFailVotes were 608,460 in favor and 39,040 against with 763,342 broker non-votes.
 12.DropBoxPassAction by Written Consent
 13.Forward IndustriesPassThis is New York to Nevada. Votes were 427,661 for and 96,862 against with 214,063 Broker Non-Votes
 14.NuburuFail87% 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 RoyaltyPass 
 16.Tempus AIPass 
 17.AffirmPass 
 18.Live NationPendingThis is a split off from a Delaware entity to Nevada
 19.NetcapitalPendingThis is a proposed move from Utah to Nevada.

Texas Running Results

2025 Texas Domicile Shifts
 FirmResultNotes
1.Zion Oil and GasPass 
2.Mercado LibreWithdrawn 
3.Dillard’sPending 

Context & IPO Trends

As I mentioned in an earlier post, these numbers have to be viewed against a broader backdrop. Delaware has seen more public companies join Delaware than leave in 2025. One recent report from Abigail Gampher Takacs at Bloomberg Law explains that “Delaware still leads for incorporation venue purposes by a wide margin over any other state, according to Bloomberg data.” Her report indicates Delaware has picked up 36 companies via IPO so far in 2025.

In looking at this issue, I’ve been able to identify seven firms that have either held IPOs or are in Registration as Nevada entities. One of the things to watch for this early trend is whether firms are picking Nevada at the IPO stage. There are some. Nevada has always done well with microcap firms simply because Nevada does not charge very much money.

It will be more significant if larger firms pick Nevada. For example, StubHub filed an S-1/A earlier this week. It picked Delaware. Fortunately, the large volume of tickets it sells and resells in Las Vegas will help it afford the fees.

2025 IPOs into Nevada

  1. Marwyn Holdings
  2. Ategrity
  3. NusaTrip

NusaTrip is a small firm and held its IPO today. It priced at $4 a share and raised $15 million.

Ategrity converted to a Nevada entity at the time of its IPO. (“In connection with our initial public offering, Ategrity Specialty Holdings LLC will be converted from a Delaware limited liability company to a Nevada corporation and each of the units representing a limited liability interest in Ategrity Specialty Holdings LLC will be converted into 0.0937868 shares of common stock of the resulting corporation (the “Corporate Conversion”).”)

Nevada Firms In Registration

  1. Gameverse Interactive
  2. Hillhouse Frontier
  3. RPM Interactive
  4. Off The Hook YS
  5. Collab Z

Contractual disputes are an ongoing source of amusement to me, especially when the words of the deal are used to defeat the actual meaning of what the parties bargained for. To wit: VC Will’s recent opinion in Kim, et al. v. FemtoMetrix, Inc.

Avaco was a stockholder in FemoMetrix, and had signed a voting agreement with other stockholders.  That agreement gave Avaco the right to designate one director, and it chose Kim, who was then an Avaco employee.

The voting agreement had the following relevant terms:

1) Section 1.2(a) granted Avaco a designation right, subject to sections 1.6 and 1.4(a).

2)  Section 1.6 provided that Avaco could not designate a “bad actor” as defined by SEC rules.

3)  Section 1.4(a) provided that Avaco’s designee could be removed without Avaco’s approval, but only for “cause.”

4) Section 7.8 provided that amendments to the voting agreement required a stockholder vote, but an amendment specific to a particular investor – that did not “appl[y]” to all equally – would require that investor’s consent.  It also provided that Section 1.2(a) could not be amended without Avaco’s consent.

(At this point, “Jaws” music should be playing in your head.)

Avaco got into a commercial dispute with FemoMetrix, unrelated to its status as a stockholder, and sued the company.  At that point, the stockholders – other than Avaco – voted to amend the agreement.  Specifically, they amended section 1.4 by adding a new subsection, (d), defining a “conflicted director” to mean a director who is affiliated with an entity engaged in commercial litigation against FemoMetrix, and they amended 1.4(a) to define “cause” to reference the new 1.4(d).  They also added a new Section 1.7, preventing stockholders with designation rights from appointing conflicted directors.

FemoMetrix then kicked Kim off the board, Avaco sued, and the two sides moved for summary judgment.

You can see where this is going.  The company claimed that, in all respects, it complied with the voting agreement.  Section 1.2(a) had not been amended at all, so Avaco’s consent was not required.  The other sections had been amended, but – because they applied equally to all investors – Avaco’s consent was still not required.

Except for god’s sake, of course Section 1.2(a) was amended!  Avaco previously had a designation right, unrestricted except for SEC bad actors, and now it didn’t!  Avaco’s director previously could only be removed for “cause” – which as a background concept usually means misconduct of some kind – and now could be removed for other reasons!

And of course the amendment was limited to Avaco; the investors chose an Avaco-specific quality and targeted the amendment to that quality.  They didn’t even define “conflicted directors” to mean all directors with some kind of financial conflict or divergent interests; the relevant “conflict” was defined to mean only commercial litigation, i.e., Avaco’s conflict.

Nonetheless, VC Will held that there had been no violation of the voting agreement.  After all, Avaco was protected against amendments to Section 1.2(a), and the actual words that were changed appeared in Sections 1.4 and 1.7.  Sure, if the stockholders had amended 1.2(a) to say “the designee may not be affiliated with a stockholder engaged in litigation,” that would have violated the agreement.  But because the actual numbers that were placed in front of those words were 4 and 7, there was no problem.  Those are totally different numerals, 2, 4, and 7. 

As for whether the amendments concerned a specific investor – they were phrased in general terms, so those were okay too!  Any investor engaged in commercial litigation against FemoMetrix would have received the same treatment. 

What if, though, the amendments had limited the designee rights of any stockholder based in Korea that provides mass production manufacturing services? Or any stockholder whose name begins with “A” and ends with “o”?  At what point do we look beyond the actual words used to effectuate the change to their practical effect?

In VC Will’s view, however, that was the wrong frame.  The contract required equal application of a contract amendment; not equal effect. Op. at 15.  The fact that the amendment had a disparate effect (and was clearly intended to have a disparate effect) played no part in the analysis because the agreement only guaranteed against disparate application. 

So Avaco offered a final last ditch argument – this all violated the implied covenant of good faith and fair dealing.  But, unfortunately for Avaco, the complaint had not alleged any claims under the implied covenant, which VC Will took as a waiver.

Case dismissed.  The end.

Tenured Faculty – Cornell Law School

Founded in 1887, Cornell Law School is a top-tier law school. We offer a 3-year JD program for about 200 students per class, a one-year LLM program for about 90 students from countries throughout the world, and a doctoral (JSD) program for about 2-3 new students per year. Cornell Law School has 41 tenured and tenure-track faculty, including 20 with chaired faculty positions; and 15 clinical professors in the legal research and writing program and in clinics at the local, national, and international level. Our faculty is consistently ranked among the top in the country for scholarly productivity and influence, and has pre-eminence in many areas, including quantitative and qualitative empirical legal studies, international and comparative law, and robust doctrinal scholarship in core fields. Our school is committed to being recognized as the leader among law schools at combining inspiring theoretical, doctrinal, and experiential teaching with cutting-edge scholarship in a supportive, intellectually rich community, so that our graduates can achieve excellence in all facets of the legal profession.

Cornell Law School invites applications from experienced candidates for one or more senior-level faculty positions commencing in the 2026-2027 academic year. Particular focus will be given to candidates in business law and criminal law. Tenure will be considered for successful candidates as part of the appointment process.

Responsibilities of the position include research in area(s) of expertise, teaching a normal cohort of three courses per academic year, and service to the school. Salary and benefits are competitive and include a budget for research and travel. Faculty may also apply to the Dean for summer research stipends to work on individual and collective projects.

Qualifications: Applicants must be established teachers and scholars whose research, publications, and teaching are recognized as innovative and notable in their area(s) of expertise. To Apply: Interested candidates can apply via https://academicjobsonline.org/ajo/jobs/30274. Please submit a cover letter, curriculum vitae, research statement and teaching statements, the names of at least three references, a writing sample, and other significant supporting materials. Please note that references will be asked to provide letters if we pursue your candidacy.

To ensure maximum consideration, please submit all application materials by September 30, 2025.

Questions may be referred to Liz Flint, Director of Human Resources: liz.flint@cornell.edu.

Exceptional candidates may qualify for additional compensation above the noted pay range listed below.

Pay Range $109,500-$329,600 Pay Range:Refer to Posting LanguagePay Ranges:The hiring rate of pay for the successful candidate will be determined considering the following criteria:

  • Prior relevant work or industry experience.
  • Education level to the extent education is relevant to the position.
  • Academic Discipline
  • Unique applicable skills.

Employment Assistance:For general questions about the position or the application process, please contact the Recruiter listed in the job posting or email mycareer@cornell.edu.

If you require an accommodation for a disability in order to complete an employment application or to participate in the recruiting process, you are encouraged to contact Cornell University’s Office of Institutional Equity and Title IX at voice (607) 255-2242, or email at accommodations@cornell.edu.

Applicants that do not have internet access are encouraged to visit your local library, or local Department of Labor. You may also request an appointment to use a dedicated workstation in the Office of Talent Attraction and Recruitment, at the Ithaca campus, by emailing mycareer@cornell.edu.

Notice to Applicants:Please read the required Notice to Applicants statement by clicking here. This notice contains important information about applying for a position at Cornell as well as some of your rights and responsibilities as an applicant. EEO Statement:Cornell welcomes students, faculty, and staff with diverse backgrounds from across the globe to pursue world-class education and career opportunities, to further the founding principle of “… any person … any study.” No person shall be denied employment on the basis of any legally protected status or subjected to prohibited discrimination involving, but not limited to, such factors as race, ethnic or national origin, citizenship and immigration status, color, sex, pregnancy or pregnancy-related conditions, age, creed, religion, actual or perceived disability (including persons associated with such a person), arrest and/or conviction record, military or veteran status, sexual orientation, gender expression and/or identity, an individual’s genetic information, domestic violence victim status, familial status, marital status, or any other characteristic protected by applicable federal, state, or local law.

Cornell University embraces diversity in its workforce and seeks job candidates who will contribute to a climate that supports students, faculty, and staff of all identities and backgrounds. We hire based on merit, and encourage people from historically underrepresented and/or marginalized identities to apply. Consistent with federal law, Cornell engages in affirmative action in employment for qualified protected veterans as defined in the Vietnam Era Veterans’ Readjustment Assistance Act (VEVRRA) and qualified individuals with disabilities under Section 503 of the Rehabilitation Act. We also recognize a lawful preference in employment practices for Native Americans living on or near Indian reservations in accordance with applicable law.

2019-07-18

Suffolk University Law School in Boston seeks to fill an entry-level, tenure-track faculty position, starting in 2026-2027.  We seek candidates with strong academic and professional backgrounds who show promise of high achievement in scholarship, teaching, and service. We welcome future colleagues who would contribute to any of our faculty’s broad research perspectives, including quantitative or qualitative empiricism; critical, historical, comparative, or philosophical approaches; and doctrinal or policy analysis. Our search will focus on candidates with a primary interest in Tax Law, but we will also consider  a candidate’s potential to contribute to our curricular needs in other areas, including Criminal Law, Labor & Employment Law, Property Law, Torts, and our Concentrations.

Although we will be considering candidates through the AALS Faculty Appointments Register, we encourage candidates with a particular interest in Suffolk Law to submit a direct application through our Jobvite page as soon as possible, as we will begin reviewing applications immediately. Candidates should include in their Jobvite application a curriculum vitae and research agenda, with a cover letter addressed to Professors Erin Braatz and Joshua Weishart, Co-Chairs of the Appointments Committee.

Suffolk University does not discriminate on the basis of race, color, ethnicity, religion, national origin, sex, gender, gender identity or expression, sexual orientation, age, disability, military status, or any other characteristic protected by applicable law. We welcome applications from qualified candidates of all backgrounds, perspectives, and experiences. The University strives to recruit, develop and retain faculty and staff committed to educational excellence, the robust exchange of ideas, and engaged membership in a diverse and inclusive community.

Miami has assembled a strong lineup of papers and presenters for its Law & Finance workshop. If there is a paper you’re interested in, you can register to attend remotely.

We are excited to announce the 2025-26 schedule for the Miami Law & Finance Workshop, set out below. All workshops will be held on zoom on Fridays, from 1pm to 2pm ET. Please use this form to register for the Fall workshops. We will send the draft paper and zoom link to registered participants one week before each workshop. The registration form for the Spring 2026 workshops will be circulated later in the year.   

Please feel free to share this with others who might be interested. We look forward to seeing you soon! 

Warm regards

Nikita Aggarwal, Caroline Bradley, & George Georgiev (workshop co-organizers)

Miami Law & Finance Workshop, 2025-26 

Fall 2025

1. Friday, August 22: William Magnuson (Texas A&M) presenting “The Deep Learning of Hedge Funds.” 

– Howell Jackson (Harvard) discussing.

2. Friday, September 5: Luca Enriques (Bocconi), Matteo Gatti (Rutgers), & Roy Shapira (Reichman) presenting “How the EU Sustainability Due Diligence Directive Could Reshape Corporate America.” 

– Sarah Haan (Brooklyn) discussing.

3. Friday, September 26: James Tierney (Chicago Kent) & Geeyoung Min (Michigan State) presenting “Stock Exchanges as For-Profit Rulemakers.” 

– Verity Winship (Illinois) discussing.

4. Friday, October 17: Jared Mayer (Cardozo) presenting “Reorganization by Force.” 

– Michelle Harner (Bankr. D. Md.) discussing.

5. Friday, November 14: Ben Bates (Harvard) presenting “Retail Access to Private Markets.” 

– Colleen Honigsberg (Stanford) discussing.

Spring 2026

1. Friday, January 23: Mitu Gulati (UVA), Ugo Panizza (Graduate Institute), Diego Rivetti (World Bank), & Mark Weidemaier (UNC), presenting “Cambodia’s Unpaid War Debts to the United States and Implications.” 

– Discussant TBC.

2. Friday, February 13: Natalya Shnitser (Boston College) presenting “Shadow Shareholders.” 

– Discussant TBC.

3. Friday, March 13: Dolan Bortner (Stanford) presenting “Private Inequity: Business Law Solutions for Better PE Healthcare.” 

– Discussant TBC.

4. Friday, April 10: Itai Fiegenbaum (St. Thomas) presenting “Hiding in Plain Sight: A Counter-Narrative of Controlling Shareholders in American Political Finance.” 

– Jonathan Macey (Yale) discussing.

5. Friday, May 1: Lev Breydo (William & Mary) presenting “Crypto & the Horse: A Multidimensional Taxonomy & Empirical Framework.” 

– Carla Reyes (SMU) discussing.

Although we’re likely in the slow season for these sorts of moves now, I found two recent announcements on EDGAR. Dillard’s announced for Texas and Liberty Media announced a spin out for Liberty Live to Nevada.

Dillard’s DExit

Dillard’s recently announced that it would seek to depart Delaware for Texas. Its proxy notes that had began to consider options in response to “certain high-profile litigation outcomes in Delaware that involved companies with ‘controlling stockholders’ ​. . . such as the Company.” It also took into account recent state initiatives and local contacts.

Dillard’s launched a special committee to look at the issue and charged it “to consider whether the Company should remain incorporated in Delaware or reincorporate in either Nevada or Texas.” The special committee hired its own counsel, Vinson & Elkins LLP. Dillard’s was represented by Haynes and Boone, LLP. For Delaware law, the special committee consulted with Young Conaway Stargatt & Taylor, LLP.

Regrettably, I was not able to identify whether the special committee hired Nevada counsel. Vinson & Elkins has three different offices in Texas, but doesn’t have on in Nevada yet. It may be that they obtained advice from a Nevada firm, but the firm just didn’t make the proxy.

The Proxy explains that the Special Committee picked Texas because:

Texas’s statute-focused approach would likely foster more predictability than Delaware’s common-law approach, and that that predictability could be a competitive advantage for the Company in a time of business change in the Company’s industry. In addition, the Special Committee considered several non-legal factors in its deliberations, including but not limited to the Company’s relative geographical and business ties to Delaware, Nevada and Texas, recurring franchise tax liability and escheatment liabilities in Delaware, and the apparent increase in contingency fee-driven stockholder litigation in Delaware and the resulting increase in insurance premiums for director and officer insurance, particularly for controlled public companies like the Company. After discussion and consideration, the Special Committee members determined that reincorporating the Company in Texas was in the best interests of the Company and its stockholders[.]

It picked “Texas over Nevada in large part because of the Company’s significantly greater business operations in Texas.” Having a deep bench of Texas lawyers working the deal probably also qualifies as business ties to Texas. The ability to continue working with your preferred counsel seems a relevant factor. Clearly, I’m not buying enough menswear at my local Dillard’s to tip the balance here.

The Liberty Live Split Off

Liberty Media also announced that it would seek to split off Liberty Live as a Nevada corporation. The deal team includes O’Melveny & Myers LLP, Greenberg Traurig, LLP picked up “[c]ertain matters with respect to Nevada law,” and the “the U.S. federal income tax consequences of the Split-Off will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP.”

DEntry vs. DExit In Context

Although I’ve covered these two moves, I want to drop a note to soothe the Delaware bar and legislature. There were about 225 IPOs last year. I understand that about 80% of them picked Delaware as their state for incorporation. Even if the DExodus doubles, Delaware’s citizens aren’t likely to start paying sales taxes anytime soon.