Professor Benjamin Edwards discusses the rise of Nevada in the reincorporation debate and why more companies are reconsidering Delaware. The conversation explores founder control, litigation risk, SB21, Nevada’s business courts, and what shifting incorporation choices mean for boards and investors.
(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:
(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.