Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

(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