Securities and Exchange Commission (SEC), Delaware, Publicly-Traded Companies

The Informed Board - Spring 2025

Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

In Another Blow To Delaware's Hegemony Another Company Proposes Reincorporation In Nevada

Allen Matkins on 2/25/2025

Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc., filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada. The proposal is unfortunately titled "The...more

Is Lack Of Diversity The Cause Of DExit?

Allen Matkins on 2/7/2025

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...more

Dropbox Discloses Plan To Move To Nevada

Allen Matkins on 2/3/2025

While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more

Can Reincorporation And Share Increase Proposals Be Bundled?

Allen Matkins on 1/21/2025

In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more

Insights: The Delaware Edition - December 2024

Skadden, Arps, Slate, Meagher & Flom LLP on 12/31/2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more