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Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

Episode 203 Published 2 months, 1 week ago
Description

(0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel

(2:18) Start of interview

(3:10) Ben's origin story

(7:14) Embracing Nevada as Home. Joining University of Nevada Las Vegas (UNLV) in 2017.

(10:14) Joining Wilson Sonsini as Senior of Counsel (2026)

(13:00) The Reincorporation Movement. Competition between Delaware, Texas, Nevada and others. *Reference to E201 with Leo Strine

(14:28) Tracking Company Reincorporation Movements (at Business Law Prof Blog)

(16:02) The Texas vs. Nevada Landscape

(17:50) Reasons Companies Move Jurisdictions *Reference to E194 with Richard Blake on SV150 companies

(23:15) Delaware advantages

(25:32) How Nevada is competing: "[W]e need to be able to do is reduce the friction and the barriers to picking Nevada as a jurisdiction."

(26:09) Delaware's SB21 and Its Implications. *Reference to Cornerstone Research report on the increase of M&A settlements and paper Is Delaware Different? Stockholder Lawyering in the Court of Chancery by Jessica Erickson, Adam Pritchard, and Stephen Choi

(31:54) The Race to the Bottom theory *Reference to E200 with Betsy Atkins

(34:50) Nevada's Business Courts and Future Changes (constitutional amendment)

(41:44) The IPO Landscape: Trends and Insights (Delaware fell from over 80% of IPO incorporations in 2022-2024 to just under 62% in 2025; Nevada reached ~17%, and Texas just under 4%). Bill Ackman picking Nevada for the IPO of Pershing Square.

(44:45) Addressing Nevada's Reputation (the example of LQR House reincorporating from Nevada to Delaware) *Reference to the Startup Litigation Digest

(49:06) Founder-Led Companies and Jurisdiction Choices. Example of Mark Pincus: Founders, Leave Delaware (While You Still Can)

(53:46) Nevada’s

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