Shareholders, Corporate Taxes, Delaware

Choosing the Right U.S. Corporate Domicile in the Age of Dexit: Key Considerations

Snell & Wilmer on 7/22/2025

Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more

Key UK Tax Implications of the Delaware Flip

Wilson Sonsini Goodrich & Rosati on 6/2/2025

U.S. venture capitalists investing at the early stages (Seed and Series A) in a UK (or other non-U.S.) company often require that the company “flips” its corporate structure and establishes a U.S. (most commonly Delaware)...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

Why Delaware remains the “First State” for business incorporation

Kennedys on 1/29/2025

One of the first decisions that a business owner must make is selecting a state of incorporation. This is a decision not to be taken lightly, as the state of incorporation affects many aspects of the new business. While Texas...more

Several More Companies Propose Move From Delaware To Nevada

Allen Matkins on 1/13/2025

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada. These companies include...more

California and Delaware Franchise Taxes Are Similar In Name Only

Allen Matkins on 11/30/2020

Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware. In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer...more