Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to reincorporate in Nevada. See Several More Companies Propose Move From Delaware To Nevada. More recently, Dropbox filed materials disclosing a plan to reincorporate in Delaware and it has been reported that Bill Ackman intended to reincorporate his management company in Nevada. Suddenly, the Silver State is looking positively golden.
Delaware legislators have taken notice. In an opinion piece Senato Nicole Poore and Speaker Melissa Minor-Brown duly note the importance of the corporate franchise business to Delaware. According to these legislators, the problem is a lack of diversity:
While Delaware's Court of Chancery has remained widely respected for its expertise and fairness, we acknowledge that it’s important to address its lack of diversity and ensure the judiciary reflects the broader perspectives of the communities it serves, thereby enhancing its credibility and fairness, and Delaware’s leadership in corporate governance and justice.
I have yet to find a proxy statement which cites a lack of diversity in the Delaware courts as a reason for leaving.
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