The Reincorporation Debate: What Directors Need to Know

For many decades, Delaware has been the leading forum for incorporation in the United States, offering a well-established and predictable legal framework and business-friendly courts. However, recent decisions out of Delaware Chancery Court deemed unfavorable to controlling stockholders have prompted some businesses to reevaluate their incorporation choices. Amendments to the Delaware General Corporation Law (DGCL) have addressed some of the issues that have fueled the Delaware exit – or “DExit” – phenomenon but may not be enough to stem the tide completely. This panel will educate directors about the potential benefits and risks of reincorporation, help them determine whether reincorporation may be the right move for their companies and stakeholders, and share best practices for mitigating litigation risk in connection with a reincorporation.