Boardroom Governance
Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate
Why It Matters
Understanding why firms are moving out of Delaware is crucial for directors, investors, and governance professionals who must navigate differing legal protections and court structures. As Nevada and Texas gain traction, the competitive landscape reshapes corporate strategy, affecting everything from litigation exposure to founder control, making this episode timely for anyone involved in boardroom decision‑making.
Key Takeaways
- •Nevada leads company reincorporations, outpacing Texas in count
- •Franchise tax savings motivate many firms to leave Delaware
- •Founder control and litigation risk drive jurisdiction switches
- •Wilson Sonsini adds Nevada counsel, signaling market shift
- •Nevada governance summit attracts top Delaware and Texas experts
Pulse Analysis
The latest Boardroom Governance episode spotlights a shifting corporate landscape where Nevada is rapidly emerging as a preferred incorporation hub. Professor Ben Edwards reports that 28 public firms announced moves to Nevada in 2025, dwarfing the nine that chose Texas. While Texas garners headlines thanks to mega‑cap entities like ExxonMobil, Nevada’s steady inflow of tech‑focused companies such as Roblox and DataDog signals a broader, data‑driven trend. This momentum is reinforced by high‑profile events, including Nevada’s annual corporate governance summit that draws former SEC commissioners and Delaware luminaries, underscoring the state’s growing credibility among boardroom decision‑makers.
Drivers behind the reincorporation wave extend beyond headline‑grabbing relocations. For midsize public firms, Delaware’s franchise tax—often exceeding $200,000 annually—represents a perpetual cost that can be eliminated by switching jurisdictions, unlocking millions in present‑value savings. Founder‑led enterprises also prize Nevada’s flexible governance rules and lower litigation exposure, while Texas appeals to companies seeking jurisdictional consolidation with existing headquarters. These nuanced motivations create a mosaic where tax efficiency, control, and operational alignment each play distinct roles, explaining why Nevada now outpaces Texas in sheer company count despite the latter’s larger market‑cap narrative.
The implications for corporate law are profound. Wilson Sonsini’s recent appointment of a Nevada senior counsel not only validates the state’s rising stature but also signals law firms’ strategic realignment to serve clients navigating jurisdictional choices. As more boards evaluate the trade‑offs between Delaware’s entrenched legal infrastructure and Nevada’s cost‑effective, founder‑friendly regime, the traditional dominance of Delaware may erode. Stakeholders—from investors to governance professionals—must stay attuned to evolving statutes, court precedents, and the expanding network of Nevada‑focused expertise shaping the future of incorporation strategy.
Episode 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 Commission to Study the Adjudication of Business Law Cases
(55:50) Books that have greatly influenced his life:
Give and Take, by Adam Grant (2013)
Drive, by Daniel Pink (2009)
Chimpanzee Politics, by Frans de Waal (1982)
(57:16) His mentors.
(58:16) Quotes that he thinks of often or lives her life by "To have a friend, you got to be a friend."
(58:39) An unusual habit or an absurd thing that he loves
(58:57) The living person he most admires
Benjamin Edwards is a Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV). Ben also recently joined Wilson Sonsini as Senior Of Counsel to provide guidance to Nevada-incorporated companies.
You can follow Evan on social media at:
X: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License
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