In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada. The company has now filed preliminary proxy materials which includes the following rationale for the proposed conversion (emphasis added):
The Redomestication is expected to reduce the Company’s overall tax burden given the franchise taxes imposed on Delaware corporations. Our Board also believes that the Redomestication in Nevada will give the Company a greater measure of flexibility and simplicity in corporate governance than is available under Delaware law and will provide for greater protection for our directors and officers from unmeritorious lawsuits. Chapter 78 of the Nevada Revised Statutes, as amended (the “NRS”), is generally recognized as one of the most comprehensive and progressive state corporate acts. By reincorporating the Company in Nevada, our Board believes that the Company will be better suited to take advantage of business opportunities and that Nevada law can better provide for the Company’s ever-changing business needs and lower its ongoing administrative expenses. The Board also believes the reincorporation will enhance the Company’s competitive position for attracting and retaining talent with other industry peer companies incorporated in Nevada.
While the description of Nevada's corporate law as "one of the most comprehensive and progressive state corporate acts" may be regarded as puffery, it does engender the question recognized by whom - issuers, corporate lawyers, legal scholars? And where are these laudators - Nevada, Delaware, somewhere else?
I continue to wince at the use of the term "redomestication" because it conflates two different statutory procedures under both Delaware and Nevada law. See Converting a Corporation Is Not Domestication.
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